Conditional Resignation Letter of Edward J. Whalen as Director of FreightCar America, Inc.

Contract Categories: Human Resources › Separation Agreements
Summary

Edward J. Whalen submits his resignation as a director of FreightCar America, Inc., effective only if certain conditions occur: if a majority of shareholders withhold or vote against his 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.

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EX-10.1 2 l38337exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
December 18, 2009
The Board of Directors of FreightCar America, Inc.
Two North Riverside Plaza
Suite 1250
Chicago, Illinois 60606
Ladies and Gentlemen:
     In accordance with the Third 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,
 		  
     
  Edward J. Whalen