X0306 4 2018-01-12 0 0001320854 FreightCar America, Inc. RAIL 0001443910 BAUN THEODORE W. TWO NORTH RIVERSIDE PLAZA SUITE 1300 CHICAGO IL 60606 0 1 0 0 Chief Commercial Officer Common Stock 2018-01-12 4 A 0 7353 0.00 A 21855 D Employee Stock Option (right to buy) 16.66 2018-01-12 4 A 0 57794 0.00 A 2028-01-12 Common stock 57794 57794 D Employee Stock Option (right to buy) 16.66 2018-01-12 4 A 0 16182 0.00 A 2028-01-12 Common stock 16182 16182 D Employee Stock Option (right to buy) 25.55 2024-01-15 Common stock 14575 14575 D Employee Stock Option (right to buy) 24.56 2023-01-18 Common stock 8300 8300 D Employee Stock Option (right to buy) 23.40 2022-01-12 Common stock 16400 16400 D Employee Stock Option (right to buy) 29.88 2021-01-13 Common stock 10600 10600 D Employee Stock Option (right to buy) 20.69 2020-02-23 Common stock 7250 7250 D Employee Stock Option (right to buy) 17.84 2019-05-12 Common stock 1000 1000 D Performance shares Common stock 5108 5108 D Performance shares Common stock 5800 5800 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 12, 2018 and will vest on January 12, 2021. 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 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. The options were granted pursuant to the Issuer's 2005 Long Term Incentive Plan, for which no consideration was paid by the recipient. The options vest in three equal annual installments beginning on January 12, 2019. On January 15, 2014 the recipient was granted 14,575 options which are fully vested and currently exercisable. On January 18, 2013, the recipient was granted 8,300 options which are fully vested and currently exercisable. On January 12, 2012, the recipient was granted 16,400 options which are fully vested and currently exercisable. On January 13, 2011, the recipient was granted 10,600 options which are fully vested and currently exercisable. On February 23, 2010, the recipient was granted 7,250 options which are fully vested and currently exercisable. On May 12, 2009, the recipient was granted 1,000 options which are fully vested and currently exercisable. Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2016 through December 31, 2018. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2018, with the vesting percentage determined based on actual performance. Each performance share represents the right to receive, at settlement, one share of common stock subject to the Issuer's achievement of performance goals. Vesting of these performance shares depends on the Issuer's annual return on invested capital and basic earnings per share from January 1, 2017 through December 31, 2019. The target number of performance shares is reported. Between 0% and 200% of the target number of shares may vest on December 31, 2019, with the vesting percentage determined based on actual performance. /s/ Georgia L. Vlamis, as attorney in fact 2018-01-16