X0306 4 2020-01-24 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 2020-01-24 4 A 0 107788 0.00 A 186555 D Employee Stock Appreciation Right 1.66 2020-01-24 4 A 0 332005 0.00 A 2030-01-24 Common stock 332005 332005 D Employee Stock Option (right to buy) 7.41 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 2018 Long Term Incentive Plan. These shares were granted on January 24, 2020 and will vest on January 24, 2023. The restricted shares are subject to certain restrictions (including possible forfeiture). The restricted shares were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the restricted shares. Exempt issuance of stock appreciation rights under Rule 16 b-3 pursuant to the Issuer's 2018 Long Term Incentive Plan. Each stock appreciation right represents the right to receive a payment measured by the increase in the fair market value of one share of the Issuer's common stock from the date of the grant of the stock appreciation right to the date of exercise of the stock appreciation right. The stock appreciation rights vest in three equal annual installments beginning on January 24, 2021. The stock appreciation rights were granted pursuant to the Issuer's 2018 Long Term Incentive Plan and no consideration was paid by the recipient for the stock appreciation rights. On January 14, 2019, the recipient was granted 72,959 options. 24,320 stock options are fully vested and currently exercisable, 24,320 stock options will vest on January 14, 2021 and 24,319 stock options will vest on January 14, 2022. On January 12, 2018, the recipient was granted 33,025 options. 22,016 stock options are fully vested and currently exercisable and 11,009 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 2020-01-28