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Exhibit 10.1

 

AMENDMENT NO. 1 TO EMPLOYMENT LETTER AGREEMENT

 

THIS AMENDMENT NO. 1 (this “Amendment”), effective as of September 3, 2025, to the Employment Letter Agreement, dated as of May 12, 2023, by and between FreightCar America, Inc. (the “Company”), and Nick J. Randall (the “Employee”, and the agreement, the “Agreement”) is made and entered into by and between the Company and Employee. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Agreement.

 

WHEREAS, the Company and Employee are parties to the Agreement and mutually desire to amend the terms and conditions of the Agreement as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

 

1.A new paragraph is added to Section 12 of the Agreement as follows:

 

Notwithstanding the foregoing, in the event of (i) your termination by the Company or its successor without Cause or your resignation for Good Reason (each as defined in the Executive Severance Plan), in each case, within 24 months following the consummation of a Change in Control (as defined in the Executive Severance Plan):

 

Your Salary will continue for twenty-four (24) months following the date of termination;

 

You will receive two equal bonus payments in an amount equal to the average of the annual bonus paid to you for the last two (2) full years prior to termination (with any partial-year bonus being annualized based on the portion of the year worked), with the first payment being made on March 15 of the calendar year following your termination and the second payment being made on March 15 of the second calendar year following your termination; and

 

Continued participation in the Company’s group health plan for twenty-four (24) months.

 

For the avoidance of doubt, the aforementioned benefits shall be provided instead of (not in addition to) any benefits you may receive under the Executive Severance Plan.

 

2.This Amendment satisfies all requirements for amendments to the Agreement as described in Section 15(a) of the Agreement, and the Employee hereby acknowledges and agrees that none of the modifications herein shall form the basis for a resignation for Good Reason or constructive termination by the Company.

 

3.Effect of Amendment. Except as set forth herein, all provisions of the Agreement shall remain in full force and effect, including without limitation, the provisions of Section 13 of the Agreement (the “Restrictive Covenants”).

 

4.Modifications. This Amendment may not be amended, modified, or changed (in whole or in part) except by a formal, definitive written agreement expressly referring to this Amendment, which agreement is executed by both of the Company and the Employee.

 

5.Miscellaneous. Section 15 of the Agreement is hereby incorporated by reference into this Amendment, with each reference to “Agreement” therein being replaced with the word “Amendment”.

 

[Signature page follows]

 

 

 

 

IN WITNESS WHEREOF, the Company and the Employee have executed this Amendment effective as of the date set forth above.

 

  FREIGHTCAR AMERICA, INC.
     
  By: /s/ Michael Riordan
    Name:  Michael Riordan
    Title: Vice President, Chief Financial Officer and Treasurer

 

  EMPLOYEE
   
  /s/ Nick J. Randall
  Nick J. Randall