Miscellaneous. (a) Entire Agreement; Amendment. This
Agreement Agreement, the Plan and the
Company's Umbrella Performance-Based Plan
for Executive Officers, to the extent applicable, constitute the entire agreement of the parties with regard to the subjects hereof. (b) Interpretation of the Plan and the Agreement. The
Compensation Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive.
With respect to awards ...made to executive officers of the Company, the Committee shall interpret and administer this Agreement in accordance with the terms of the Company's Umbrella Performance-Based Plan for Executive Officers, with the intent that the Performance-Based RSUs shall qualify as "performance-based compensation" for purposes of Internal Revenue Code Section 162(m). (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents relating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. SCHNITZER STEEL INDUSTRIES, INC. RECIPIENT: THE GREENBRIER COMPANIES, INC.: By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit Exhibit 10.1 RESTRICTED STOCK UNITAWARD AGREEMENTPursuant to Section Restricted Stock Unit Agreement Page 8 APPENDIX A VESTING OF PERFORMANCE-BASED RSUs FOLLOWING A CHANGE OF CONTROL In the event that a Change of the 1993 Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, Inc., an Oregon corporation (the "Company"), on October 28, 2015, the Compensation Committee of the Board of Directors Control of the Company authorized occurs prior to August 31, 2016 (the end of the Measurement Period) vesting of Performance-Based RSUs and granted to Tamara L. Lundgren issuance of additional shares based on achievement in excess of target goals shall be governed by this Appendix A: 1. Conversion of Performance-Based RSUs into Time-Vested RSUs. As of the effective date of the Change of Control, all Performance-Based RSUs shall automatically convert into and become time-vested RSUs (the "Recipient") an award of restricted stock units with respect to the Company's Class A Common Stock ("Common Stock"), subject to the terms and conditions of this agreement between "Converted RSUs"), which shall vest in full on August 31, 2016, provided Participant remains employed by the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. through that date.
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Miscellaneous. (a) Entire Agreement; Amendment. This
Agreement Agreement, the Plan and the
Company's Umbrella Performance-Based Plan
for Executive Officers, to the extent applicable, constitute the entire agreement of the parties with regard to the subjects hereof. (b) Interpretation of the Plan and the Agreement. The
Compensation Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive.
With respect to awards ...made to executive officers of the Company, the Committee shall interpret and administer this Agreement in accordance with the terms of the Company's Umbrella Performance-Based Plan for Executive Officers, with the intent that the Performance-Based RSUs shall qualify as "performance-based compensation" for purposes of Internal Revenue Code Section 162(m). (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents relating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. SCHNITZER STEEL INDUSTRIES, INC. By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit Exhibit 10.1 RESTRICTED STOCK UNITAWARD AGREEMENTPursuant to Section 8 of the 1993 Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, Inc., an Oregon corporation (the "Company"), on October 28, 2015, the Compensation Committee of the Board of Directors of the Company authorized and granted to Tamara L. Lundgren (the "Recipient") an award of restricted stock units with respect to the Company's Class A Common Stock ("Common Stock"), subject to the terms and conditions of this agreement between the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement.
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Miscellaneous. (a) Entire Agreement; Amendment. This
Agreement Agreement, the Plan and the
Company's Umbrella Performance-Based Plan
for Executive Officers, to the extent applicable, constitute the entire agreement of the parties with regard to the subjects hereof.
The Committee may amend the terms of this Agreement, but no such amendment shall impair the rights of the Recipient without his or her consent. (b) Interpretation of the Plan and the Agreement. The
Compensation Committee shall have the sole authorit
...y to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive. With respect to awards made to executive officers of the Company, the Committee shall interpret and administer this Agreement in accordance with the terms of the Company's Umbrella Performance-Based Plan for Executive Officers, with the Restricted Stock Unit Agreement Page 9 intent that the Performance-Based RSUs shall qualify as "performance-based compensation" for purposes of Internal Revenue Code Section 162(m). (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents relating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. SCHNITZER STEEL INDUSTRIES, RECIPIENT: THE GREENBRIER COMPANIES, INC.: By: Restricted Stock Unit Agreement Page 10 EX-10.22 2 d434390dex1022.htm EX-10.22 EX-10.22 Exhibit 10.22 THE GREENBRIER COMPANIES, INC. By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm 2014 AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit Exhibit 10.1 RESTRICTED STOCK UNITAWARD AGREEMENTPursuant Pursuant to Section 8 Article 10 of the 1993 2014 Amended and Restated Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, The Greenbrier Companies, Inc., an Oregon corporation (the "Company"), on October 28, 2015, , 2017 (the "Grant Date") the Compensation Committee of the Board of Directors of the Company (the "Committee") authorized and granted to Tamara L. Lundgren (the "Recipient") an award of restricted stock units ("RSUs") with respect to the Company's Class A Common Stock common stock ("Common Stock"), subject to the terms and conditions of this agreement between the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the meanings as defined in the Plan.
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Miscellaneous. (a) Entire Agreement; Amendment. This Agreement and the Plan constitute the entire agreement of the parties with regard to the subjects hereof. (b) Interpretation of the Plan and the Agreement. The Compensation Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive. (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents r
...elating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. SCHNITZER STEEL INDUSTRIES, INC. By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm RESTRICTED STOCK UNIT AWARD AGREEMENT EX-10.2 3 schnex102201911302018-.htm EXHIBIT 10.2 Exhibit Exhibit 10.1 RESTRICTED 10.2RESTRICTED STOCK UNITAWARD AGREEMENTPursuant AGREEMENT Pursuant to Section 8 of the 1993 Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, Inc., an Oregon corporation (the "Company"), on October 28, 2015, November 15, 2018 the Compensation Committee of the Board of Directors of the Company authorized and granted to Tamara L. Lundgren ________________ (the "Recipient") an award of restricted stock units with respect to the Company's Class A Common Stock ("Common Stock"), subject to the terms and conditions of this agreement between the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement.
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Miscellaneous. (a) Entire Agreement; Amendment. This Agreement and the Plan constitute the entire agreement of the parties with regard to the subjects hereof. (b) Interpretation of the Plan and the Agreement. The Compensation Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive. (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents r
...elating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. SCHNITZER STEEL INDUSTRIES, INC. By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm schnex101_2016531-q3.htm FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit Exhibit 10.1 RESTRICTED 10.1RESTRICTED STOCK UNITAWARD AGREEMENTPursuant AGREEMENT Pursuant to Section 8 of the 1993 Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, Inc., an Oregon corporation (the "Company"), on October 28, 2015, April 27, 2016 the Compensation Committee of the Board of Directors of the Company authorized and granted to Tamara L. Lundgren _________________ (the "Recipient") an award of restricted stock units with respect to the Company's Class A Common Stock ("Common Stock"), subject to the terms and conditions of this agreement between the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement.
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Miscellaneous. (a) Entire Agreement; Amendment. This Agreement and the Plan constitute the entire agreement of the parties with regard to the subjects hereof. (b) Interpretation of the Plan and the Agreement. The Compensation Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive. (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents r
...elating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. SCHNITZER STEEL INDUSTRIES, INC. By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm EX-10.2 3 schnex102_20161130-q1.htm RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit Exhibit 10.1 RESTRICTED 10.2RESTRICTED STOCK UNITAWARD AGREEMENTPursuant AGREEMENT Pursuant to Section 8 of the 1993 Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, Inc., an Oregon corporation (the "Company"), on October 28, 2015, November 1, 2016 the Compensation Committee of the Board of Directors of the Company authorized and granted to Tamara L. Lundgren _________________ (the "Recipient") an award of restricted stock units with respect to the Company's Class A Common Stock ("Common Stock"), subject to the terms and conditions of this agreement between the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement.
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Miscellaneous. (a) Entire Agreement; Amendment. This Agreement and the Plan constitute the entire agreement of the parties with regard to the subjects hereof. (b) Interpretation of the Plan and the Agreement. The Compensation Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive. (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents r
...elating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Severability. Each provision of this Agreement and the Plan will be interpreted under treated as a separate and independent clause and unenforceability of any one clause will in no way impact the laws enforceability of any other clause. Should any of the state provisions of Oregon, exclusive this Agreement be found to be unreasonable or invalid by a court of choice competent jurisdiction, such provision will be enforceable to the maximum extent enforceable by the law of law rules. that jurisdiction. SCHNITZER STEEL INDUSTRIES, INC. By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm schnex101_20121130-q1.htm FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit Exhibit 10.1 UNDER THE 1993 STOCK INCENTIVE PLA SCHN EX10.1_2012.11.30-Q1 RESTRICTED STOCK UNITAWARD AGREEMENTPursuant UNIT AWARD AGREEMENT Pursuant to Section 8 of the 1993 Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, Inc., an Oregon corporation (the "Company"), on October 28, 2015, November 6, 2012, the Compensation Committee of the Board of Directors of the Company authorized and granted to Tamara L. Lundgren «First_name» «Last_Name» (the "Recipient") an award of restricted stock units with respect to the Company's Class A Common Stock ("Common Stock"), subject to the terms and conditions of this agreement between the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement.
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