Exhibit 10.2 Form of Cash Settled Stock Appreciation Right Agreement for the Companys Employees
SHARE APPRECIATION RIGHTS AWARD AGREEMENT
THIS SHARE APPRECIATION RIGHTS AWARD AGREEMENT (this Agreement) is made and entered into effective as of [date] (the Date of Grant) by and between FreightCar America, Inc., a Delaware corporation (the Company), and [name] (the Participant).
WHEREAS, the Participant has been designated by the Compensation Committee of the Board of Directors of the Company (the Committee) to participate in the 2018 Long Term Incentive Plan (the Plan) (capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan);
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company and the Participant agree as follows:
1. Grant. Pursuant to the Plan, all of the terms of which are incorporated herein by reference, unless otherwise provided herein, the Company hereby grants to the Participant, on the Date of Grant, [number] Share Appreciation Rights (the SARs). Each SAR entitles the Participant, upon the proper exercise of the SAR, and subject to the vesting restrictions of Section 4, to receive, upon exercise, a distribution in cash equal to the difference between the Fair Market Value of a Share on the Date of Grant (the Grant Price) and the Fair Market Value of a Share on the Date of Exercise. In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall govern. In addition, the SARs and any cash acquired upon exercise of the SARs are subject to the Companys compensation recoupment (or clawback) policy as in effect from time to time or as required by applicable law, including any retroactive recoupment.
2. Grant Price. The Grant Price of each SAR shall be [state amount]1, subject to adjustment as provided in Section 4(g) of the Plan, which is the Fair Market Value of a Share on the Date of Grant.
3. Term of SARs. The SARs may be exercised, subject to the recoupment, vesting, forfeiture, and Termination of Service provisions of Sections 1, 4, 5, and 6, only during the period commencing on the Date of Grant and continuing until the close of business on the tenth anniversary of the Date of Grant (the SAR Period). At the end of the SAR Period, the SARs shall terminate, unless sooner terminated or forfeited, as provided herein.
4. Vesting and Exercisability. The Participants right to receive a distribution of cash under the SARs shall be exercisable only to the extent that the SARs have vested. Subject to Sections 6 and 9 below, the SARs shall vest and become exercisable pursuant to the following schedule (provided the Participant remains continuously employed by the Company until the applicable vesting date):
(a) 34% of the SARs vest on the first anniversary of the Date of Grant;
(b) an additional 33% of the SARs vest on the second anniversary of the Date of Grant; and
(c) the final 33% of the SARs vest on the third anniversary of the Date of Grant.
If the Participant incurs a Termination of Service (i) due to his or her death, all of the SARs shall vest on the date of the Participants death, or (ii) for any other reason, all
NTD: This shall be determined based upon the average of the high/low share price on the Date of Grant, which may be [date].