X0306 4 2019-01-14 0 0001320854 FreightCar America, Inc. RAIL 0001713182 Meyer James R TWO NORTH RIVERSIDE PLAZA SUITE 1300 CHICAGO IL 60606 1 1 0 0 President and CEO Common Stock 2019-01-14 4 A 0 33761 0.00 A 68767 D Employee Stock Option (right to buy) 7.41 2019-01-14 4 A 0 72959 0.00 A 2029-01-14 Common stock 72959 72959 D Employee Stock Option (right to buy) 16.66 2028-01-12 Common stock 33025 33025 D Employee Stock Option (right to buy) 16.44 2027-07-31 Common stock 350000 350000 D Exempt issuance of restricted shares under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan. These shares were granted on January 14, 2019 and will vest on January 14, 2022. The restricted shares are subject to certain restrictions (including possible forfeiture) The restricted shares were granted pursuant to the issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. Exempt issuance of options under Rule 16(b)-3 pursuant to the Issuer's 2005 Long Term Incentive Plan The options vest in three equal annual installments beginning on January 14, 2020. The options were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. On January 12, 2018, the recipient was granted 33,025 options. 11,008 stock options are fully vested and currently exercisable, 11,008 stock options will vest on January 12, 2020 and 11,008 stock options will vest on January 12, 2021. On July 31, 2017 the recipient was granted 350,000 options. The options vest and become exercisable based on a trailing 90-consecutive calendar day average closing price of one share of the Issuer's common stock (the "Stock Price") in the following proportions, provided the option holder remains continuously employed by the Issuer until the applicable vesting date: 34% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $5.00 per share above the exercise price, an additional 33% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $10.00 per share above the exercise price and the final 33% of the shares subject to the option vest on the date the Stock Price is equal to or greater than $15.00 per share above the exercise price. /s/ Georgia L. Vlamis, as attorney in fact 2019-01-16