Miscellaneous. (a) Entire Agreement. Except as otherwise contemplated herein, this Letter (including Exhibits A and B) contains the entire agreement between you and the Company with respect to the subject matter hereof. No amendment, modification or termination of this Letter may be made orally, but must be made in writing and signed by you and the Company. Unless otherwise provided herein, in the event of any inconsistency between this Letter (including Exhibits A and B) and any plan, program, practice, perso
...nnel policy or procedure, employee handbook, or agreement of or with the Company and you, this Letter (including Exhibits A and B) shall control. (b) Survival. The provisions of Section 8 shall survive any termination of your employment. (c) Successors; Assignment. Neither party hereto may assign any rights or delegate any duties under this Letter without the prior written consent of the other party; provided, however, that (a) this Letter will inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's stock and/or assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; and (b) this Letter will inure to the benefit of and be binding upon your heirs, assigns or designees to the extent of any payments due to you or them hereunder. (d) Governing Law. This Letter will be governed by and construed in accordance with the law of the State of Illinois, and not its choice of law rules, applicable to contracts made and to be performed entirely within that State. (e) No Set-off or Mitigation. Your rights to payments under this Letter will not be affected by any set-off, counterclaim, recoupment or other right the Company may have against you or anyone else. You do not need to seek other employment or take any other action to mitigate any amounts owed to you under this Letter, and those amounts will not be reduced if you do obtain other employment. (f) Notices. All notices, requests, demands and other communications under this Letter must be in writing and will be deemed given (i) when hand- delivered, (ii) on the first business day after the business day sent from within the United States, if delivered by a nationally recognized overnight courier or (iii) on the third business day after the business day sent if delivered by registered or certified mail, return receipt requested, in each case to the following address (or to such other address as may be specified by notice that conforms to this Section 10(f)): If to the Company, to: FreightCar America, Inc. Two North Riverside Plaza Suite 1300 Chicago, Illinois 60606 Attention: Secretary If to you, to your last address shown on the payroll records of the Company.
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Miscellaneous. (a) Entire Agreement. Except as otherwise contemplated herein, this
Letter (including Exhibits A and B) letter contains the entire agreement between you and the Company with respect to the subject matter hereof. No amendment, modification or termination of this
Letter letter may be made orally, but must be made in writing and signed by you and the Company.
Unless otherwise provided herein, in the event of any inconsistency between this Letter (including Exhibits A and B) and any plan, program, p...ractice, personnel policy or procedure, employee handbook, or agreement of or with the Company and you, this Letter (including Exhibits A and B) shall control. (b) Survival. The provisions of Section 8 7 shall survive any termination of your employment. (c) Successors; Assignment. Neither party hereto may assign any rights or delegate any duties under this Letter letter without the prior written consent of the other party; provided, however, that (a) this Letter letter will inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's stock and/or assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; and (b) this Letter letter will inure to the benefit of and be binding upon your heirs, assigns or designees to the extent of any payments due to you or them hereunder. (d) Governing Law. This Letter letter will be governed by and construed in accordance with the law of the State of Illinois, and not its choice of law rules, applicable to contracts made and to be performed entirely within that State. (e) No Set-off or Mitigation. Your rights to payments under this Letter letter will not be affected by any set-off, counterclaim, recoupment or other right the Company may have against you or anyone else. You do not need to seek other employment or take any other action to mitigate any amounts owed to you under this Letter, letter, and those amounts will not be reduced if you do obtain other employment. (f) Notices. All notices, requests, demands and other communications under this Letter letter must be in writing and will be deemed given (i) when hand- delivered, hand-delivered, (ii) on the first business day after the business day sent from within the United States, if delivered by a nationally recognized overnight courier or (iii) on the third business day after the business day sent if delivered by registered or certified mail, return receipt requested, in each case to the following address (or to such other address as may be specified by notice that conforms to this Section 10(f)): 9(f)): If to the Company, to: FreightCar America, Inc. Two North Riverside Plaza Suite 1300 Chicago, Illinois 60606 Attention: Secretary If to you, to your last address shown on the payroll records of the Company. (g) Counterparts. This letter may be executed in counterparts, each of which will constitute an original and all of which, taken together, will constitute one and the same instrument. Very truly yours, FreightCar America, Inc. By: /s/ Thomas P. McCarthy Thomas P. McCarthy Senior Vice President – Human Resources Accepted and agreed: By: /s/ Georgia L. Vlamis Georgia L. Vlamis EXHIBIT A RESTRICTED SHARE AWARD AGREEMENT EX-10.1 2 d61319dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 November 17, 2015 Ms. Georgia L. Vlamis 710 Spruce Street Glenview, IL 60025 Re: Terms of Employment Dear Georgia: This letter agreement ("letter") sets forth the terms of your employment with FreightCar America, Inc. (the "Company"). Commencing December 1, 2015, you will be employed as the Company's Vice President, General Counsel and Corporate Secretary, based at the Company's offices in Chicago, Illinois, and reporting to Joseph E. McNeely, the Company's President and Chief Executive Officer. You will have all of the duties and responsibilities commensurate with such position under the Company's by-laws and consistent with the duties and responsibilities of general counsels and corporate secretarys of similar businesses as the Company. During your employment, you will devote your full-time business attention to the Company and will use your best efforts to discharge your responsibilities. You may, however, engage in civic and charitable activities and, with the prior consent of the Company's Board of Directors ("Board"), corporate boards, provided that these activities do not interfere with your duties to the Company. You must successfully complete all required employment documentation, a post-offer drug screening, physical examination, background check and reference checks. The Company will work with you to successfully and quickly complete all of these required processes. This letter and your employment is for no specific term. Your employment may be terminated at any time for any reason (or no reason), subject to the terms of this letter below, by the Company or you upon notice to the other such party.
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Miscellaneous. (a) Entire Agreement. Except as otherwise contemplated herein, this
Letter (including Exhibits A and B) letter contains the entire agreement between you and the Company with respect to the subject matter hereof. No amendment, modification or termination of this
Letter letter may be made
orally, orally but must be made in writing and signed by you and the Company.
Unless otherwise provided herein, in the event of any inconsistency between this Letter (including Exhibits A and B) and any plan, pro...gram, practice, personnel policy or procedure, employee handbook, or agreement of or with the Company and you, this Letter (including Exhibits A and B) shall control. (b) Survival. The provisions of Section 8 shall survive any termination of your employment. (c) Successors; Assignment. Neither party hereto may assign any rights or delegate any duties under this Letter letter without the prior written consent of the other party; provided, however, that (a) this Letter letter will inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's stock and/or assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; and (b) this Letter letter 4 will inure to the benefit of and be binding upon your heirs, assigns or designees to the extent of any payments due to you or them hereunder. (d) (c) Governing Law. Law and Jurisdiction. This Letter letter will be governed by and construed in accordance with the law of the State of Illinois, Illinis and not its choice of law rules, applicable to contracts made and to be performed entirely within that State. (e) You agree that the jurisdiction and venue for any disputes arising under, or any action brought to enforce, or otherwise relating to, this Letter shall be exclusively in the courts in the State of Illinois, Cook County including the Federal Courts located therein (should Federal jurisdiction exist), and you hereby submit and consent to said jurisdiction and venue. (d) No Set-off or Mitigation. Your rights to payments under this Letter letter will not be affected by any set-off, set off, counterclaim, recoupment or other right the Company may have against you or anyone else. You do not need to seek other employment or take any other action to mitigate any amounts owed to you under this Letter, letter, and those amounts will not be reduced if you do obtain other employment. (f) (e) Notices. All notices, requests, demands and other communications under this Letter letter must be in writing and will be deemed given (i) when hand- hand delivered, (ii) on the first business day after the business day sent from within the United States, if delivered by a nationally recognized overnight courier or (iii) on the third business day after the business day sent if delivered by registered or certified mail, return receipt requested, in each case to the following address (or to such other address as may be specified by notice that conforms to this Section 10(f)): If to the section: The Company, to: FreightCar America, Inc. Two North Riverside Plaza 125 South Wacker Drive Suite 1300 1500 Chicago, Illinois 60606 Attention: Secretary General Counsel If to you, to your last address shown on the payroll records of the Company. (f) Counterparts. This letter may be executed in counterparts, each of which will constitute an original and all of which, taken together, will constitute one and the same instrument. 5 Terry, on behalf of FreightCar America, we are very excited by the prospect of you joining our company. I look forward to answering any questions you may have. Sincerely, FreightCar America, Inc. By: /s/ James R. Meyer 2/11/2021 James R. Meyer Date I have read, understand, and agree to the terms of this letter. /s/ Terence R. Rogers 2/11/2021 Employee (signature) Date Terence R. Rogers Employee (printed name)
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Miscellaneous. (a) Entire Agreement. Except as otherwise contemplated herein, this Letter
(including Exhibits A and B) contains the entire agreement between you and the Company with respect to the subject matter hereof. No amendment, modification or termination of this Letter may be made
orally, orally but must be made in writing and signed by you and the Company.
Unless otherwise provided herein, in the event of any inconsistency between this Letter (including Exhibits A and B) and any plan, program, practice..., personnel policy or procedure, employee handbook, or agreement of or with the Company and you, this Letter (including Exhibits A and B) shall control. (b) Survival. The provisions of Section 8 shall survive any termination of your employment. (c) Successors; Assignment. Neither party hereto may assign any rights or delegate any duties under this Letter without the prior written consent of the other party; provided, however, that (a) this Letter will inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's stock and/or assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; Company ; and (b) this Letter will inure to the benefit of and be binding upon your heirs, assigns or designees to the extent of any payments due to you or them hereunder. (d) (c) Governing Law. Law and Jurisdiction. This Letter will be governed by and construed in accordance with the law of the State of Illinois, Illinois and not its choice of law rules, applicable to contracts made and to be performed entirely within that State. (e) You agree that the jurisdiction and venue for any disputes arising under, or any action brought to enforce, or otherwise relating to, this Letter shall be exclusively in the courts in the State of Illinois, Cook County including the Federal Courts located therein (should Federal jurisdiction exist), and you hereby submit and consent to said jurisdiction and venue. (d) No Set-off or Mitigation. Your rights to payments under this Letter will not be affected by any set-off, set off, counterclaim, recoupment or other right the Company may have against you or anyone else. You do not need to seek other employment or take any other action to mitigate any amounts owed to you under this Letter, and those amounts will not be reduced if you do obtain other employment. (f) (e) Notices. All notices, requests, demands and other communications under this Letter must be in writing and will be deemed given (i) when hand- hand delivered, (ii) on the first business day after the business day sent from within the United States, if delivered by a nationally recognized overnight courier or (iii) on the third business day after the business day sent if delivered by registered or certified mail, return receipt requested, in 5 each case to the following address (or to such other address as may be specified by notice that conforms to this Section 10(f)): If to the section: The Company, to: FreightCar America, Inc. Two North Riverside Plaza 125 South Wacker Drive Suite 1300 1500 Chicago, Illinois 60606 Attention: Secretary General Counsel If to you, to your last address shown on the payroll records of the Company. (f) Counterparts. This Letter may be executed in counterparts, each of which will constitute an original and all of which, taken together, will constitute one and the same instrument. 6 Mike, on behalf of FreightCar America, we are very excited by the prospect of you joining our company . I look forward to answering any questions you may have. Sincerely, FreightCar America, Inc. By: /s/ Christopher J. Eppel November 5, 2020 Christopher J. Eppel Date I have read, understand, and agree to the terms of this letter. /s/ Michael Riordan November 5, 2020 Employee (signature) Date Michael Riordan Employee (printed name) cc: David Benson, VP - Human Resources 7 EXHIBIT A SHARE APPRECIATION RIGHTS AWARD AGREEMENT
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Miscellaneous. (a) Entire Agreement. Except as otherwise contemplated herein, this
Letter (including Exhibits A and B) letter contains the entire agreement between you and the Company with respect to the subject matter hereof. No amendment, modification or termination of this
Letter letter may be made
orally, orally but must be made in writing and signed by you and the Company.
Unless otherwise provided herein, in the event of any inconsistency between this Letter (including Exhibits A and B) and any plan, pro...gram, practice, personnel policy or procedure, employee handbook, or agreement of or with the Company and you, this Letter (including Exhibits A and B) shall control. (b) Survival. The provisions of Section 8 shall survive any termination of your employment. (c) Successors; Assignment. Neither party hereto may assign any rights or delegate any duties under this Letter letter without the prior written consent of the other party; provided, however, that (a) this Letter letter will inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's stock and/or assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; and (b) this Letter letter will inure to the benefit of and be binding upon your heirs, assigns or designees to the extent of any payments due to you or them hereunder. (d) (c) Governing Law. Law and Jurisdiction. This Letter letter will be governed by and construed in accordance with the law of the State of Illinois, Illinois and not its choice of law rules, applicable to contracts made and to be performed entirely within that State. (e) You agree that the jurisdiction and venue for any disputes arising under, or any action brought to enforce, or otherwise relating to, this Letter shall be exclusively in the courts in the State of Illinois, Cook County including the Federal Courts located therein (should Federal jurisdiction exist), and you hereby submit and consent to said jurisdiction and venue. (d) No Set-off or Mitigation. Your rights to payments under this Letter letter will not be affected by any set-off, set off, counterclaim, recoupment or other right the Company may have against you or anyone else. You do not need to seek other employment or take any other action to mitigate any amounts owed to you under this Letter, letter, and those amounts will not be reduced if you do obtain other employment. (f) (e) Notices. All notices, requests, demands and other communications under this Letter letter must be in writing and will be deemed given (i) when hand- hand delivered, (ii) on the first business day after the business day sent from within the United States, if delivered by a nationally recognized overnight courier or (iii) on the third business day after the business day sent if delivered by registered or certified mail, return receipt requested, in each case to the following address (or to such other address as may be specified by notice that conforms to this Section 10(f)): If to the section: 5 The Company, to: FreightCar America, Inc. Two North Riverside Plaza Suite 1300 Chicago, Illinois 60606 Attention: Secretary General Counsel If to you, to your last address shown on the payroll records of the Company. (f) Counterparts. This letter may be executed in counterparts, each of which will constitute an original and all of which, taken together, will constitute one and the same instrument. 6 Chris, on behalf of FreightCar America, we are very excited by the prospect of you joining our company. I look forward to answering any questions you may have. Sincerely, FreightCar America, Inc. By: /s/ James R. Meyer April 17, 2019 James R. Meyer Date I have read, understand, and agree to the terms of this letter. /s/ Christopher J. Eppel April 20, 2019 Employee (signature) Date Christopher J. Eppel Employee (printed name) 7 EXHIBIT A RESTRICTED SHARE AWARD AGREEMENT 8 EXHIBIT B STOCK OPTION AGREEMENT
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Miscellaneous. (a) Entire Agreement. Except as otherwise contemplated herein, this
Letter (including Exhibits A and B) letter contains the entire agreement between you and the Company with respect to the subject matter hereof. No amendment, modification or termination of this
Letter letter may be made
orally, orally but must be made in writing and signed by you and the Company.
Unless otherwise provided herein, in the event of any inconsistency between this Letter (including Exhibits A and B) and any plan, pro...gram, practice, personnel policy or procedure, employee handbook, or agreement of or with the Company and you, this Letter (including Exhibits A and B) shall control. (b) Survival. The provisions of Section 8 shall survive any termination of your employment. (c) Successors; Assignment. Neither party hereto may assign any rights or delegate any duties under this Letter letter without the prior written consent of the other party; provided, however, that (a) this Letter letter will inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's stock and/or assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; and (b) this Letter letter will inure to the benefit of and be binding upon your heirs, assigns or designees to the extent of any payments due to you or them hereunder. (d) (c) Governing Law. Law and Jurisdiction. This Letter letter will be governed by and construed in accordance with the law of the State of Illinois, Illinois and not its choice of law rules, applicable to contracts made and to be performed entirely within that State. (e) You agree that the jurisdiction and venue for any disputes arising under, or any action brought to enforce, or otherwise relating to, this Letter shall be exclusively in the courts in the State of Illinois, Cook County including the Federal Courts located therein (should Federal jurisdiction exist), and you hereby submit and consent to said jurisdiction and venue. (d) No Set-off or Mitigation. Your rights to payments under this Letter letter will not be affected by any set-off, set off, counterclaim, recoupment or other right the Company may have against you or anyone else. You do not need to seek other employment or take any other action to mitigate any amounts owed to you under this Letter, letter, and those amounts will not be reduced if you do obtain other employment. (f) (e) Notices. All notices, requests, demands and other communications under this Letter letter must be in writing and will be deemed given (i) when hand- hand delivered, (ii) on the first business day after the business day sent from within the United States, if delivered by 5 a nationally recognized overnight courier or (iii) on the third business day after the business day sent if delivered by registered or certified mail, return receipt requested, in each case to the following address (or to such other address as may be specified by notice that conforms to this Section 10(f)): If to the section: The Company, to: FreightCar America, Inc. Two North Riverside Plaza 125 South Wacker Drive Suite 1300 1500 Chicago, Illinois 60606 Attention: Secretary President / CEO If to you, to your last address shown on the payroll records of the Company. (f) Counterparts. This letter may be executed in counterparts, each of which will constitute an original and all of which, taken together, will constitute one and the same instrument. Mike, on behalf of FreightCar America, we are very excited by the prospect of you joining our company. I look forward to answering any questions you may have. Sincerely, FreightCar America, Inc. By: /s/ James R. Meyer 3/18/22 James R. Meyer Date I have read, understand, and agree to the terms of this letter. /s/ Michael A. Riordan 3/18/22 Employee (signature) Date Michael A. Riordan Employee (printed name)
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