GREENBRIER COMPANIES INC
EXHIBIT 10.27
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>4
<FILENAME>v03221exv10w27.txt
<DESCRIPTION>EXHIBIT 10.27
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.27

                              EMPLOYMENT AGREEMENT

         This is an Employment Agreement (the "Agreement") dated as of February
15, 2004, between The Greenbrier Companies, Inc., its affiliates, successors and
assigns, ("EMPLOYER") and James T. Sharp, 5099 Woodwinds Ct., West Linn, Oregon
97068 ("EMPLOYEE").


         A. Employer is a corporation organized and existing under and by virtue
of the laws of the State of Delaware.

         B. Employee has heretofore been an employee of Employer and the parties
now wish to formalize the employment arrangement by this Employment Agreement
(the "Agreement") and substantially alter Employee's duties and
responsibilities.

         C. Employer and Employee desire for Employee to perform the duties, and
to be subject to all of the terms and conditions, set forth in this Agreement.

1. EMPLOYMENT RELATIONSHIP

         1.01 EMPLOYMENT COVENANTS. Employer hereby agrees to employ Employee,
and Employee agrees to serve, in accordance with the terms and conditions set
forth in this Agreement.

         1.02 TITLE - REPORTING RELATIONSHIP - DUTIES - AUTHORITY. Employer
shall cause Employee to be elected President of Greenbrier Leasing Corporation,
an affiliate of Employer. Employee shall report to Employer's President and
Chief Executive Officer ("CEO") and will be responsible for, among other things,
(A) reorganizing the various departmental functions currently engaged in various
aspects of the asset management of the Company into a single organization
designed to increase profitability, grow revenue and improve service to internal
and external customers, (B) improving utilization and returns on GLC rail
assets, (C) the acquisition and sale of railcars by GLC and (D) lease revenues
and returns while cars are held in the portfolio. As part of the senior
management group reporting to the CEO, Employee will participate in the
strategic planning process of the Company. Employee's duties and
responsibilities may change, from time to time, and he shall have such
additional duties and responsibilities as shall be assigned by the CEO.

         1.03 EXTENT OF SERVICES. Employee shall devote his full business time,
attention and best efforts to furthering the affairs of Employer during the
period of employment. It is expressly acknowledged and agreed that Employee's
innovations, ideas, plans and business improvements will be performed on behalf
of Employer and become the Employer's property for further use,
commercialization and exploitation.

         1.04 INTENTIONALLY LEFT BLANK.


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         1.05 LOCATION OF EMPLOYMENT. During the term of Employee's employment
under this Agreement, Employee shall be located at Employer's corporate
headquarters in Lake Oswego, Oregon, or as otherwise agreed by Employee and CEO.

         1.06 TERM OF EMPLOYMENT. Subject to the provisions of this Agreement,
including especially Section 4, Employee's employment shall extend for a period
of ten years, at which time it shall terminate; provided, however, that Employer
may terminate this Agreement at any time upon twenty-four (24) months' advance
written notice. Neither termination of this Agreement nor completion of the
assignment contemplated hereby shall effect (a) any compensation earned by
Employee up to the date of termination or completion as the case may be, (b) any
compensation to be earned by Employee after termination pursuant to Section 4
hereof, (c) the reimbursement of expenses incurred by Employee up to the date of
termination or completion and (d) the provisions of this Agreement which are
intended to survive its termination.

2. COMPENSATION AND BENEFITS

         2.01 CASH COMPENSATION. Employee shall receive a salary of $215,000.00
per year, effective the date hereof, payable in monthly installments in
accordance with Employer's standard payroll procedures. Employee shall be
eligible to receive an annual target bonus equal to 50 percent of base
compensation, subject to performance criteria to be established. Actual annual
bonus shall be more or less than the target based on success in meeting the
performance criteria as determined by the CEO. A minimum bonus of 50 percent of
base compensation shall be guaranteed by Employer to Employee for 2004 and 2005,
payable upon the execution of this Agreement and one year thereafter,
respectively.

         2.02 EMPLOYEE BENEFIT PROGRAMS. Employee shall be entitled to
participate in health insurance, employee savings and such other fringe benefit
programs as are accorded generally to full-time employees of Employer, under
personnel policies adopted from time to time; provided, however, that

             (A) Employee's death benefit under Employer's Executive Life
Insurance Program shall be increased to a $500,000.00 pre-tax cash surrender
value at age 62.

             (B) Employee shall be included in Employer's "Target" supplemental
retirement program with a target benefit of 15 years of retirement income at
one-half projected ending compensation (i.e., salary plus target bonus)
commencing at age 65; or a similar program mutually agreeable to Employee and
Employer.

             (C) Pursuant to Employer's policy for designated officers, Employee
shall enter into a separate agreement with Employer providing protection equal
to that offered in the case of Termination Without Cause pursuant to Section
4.02 against a Change in Control, as that term is defined herein; and


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             (D) Employee will participate in developing a restricted stock or
options program and other compensation program developments for the Employer,
and will be a participant in them.

             (E) Employee shall participate in Employer's program for a
company-provided automobile consistent with Employees executive status,
including maintenance, fuel, insurance, etc.; provided, that Employer may opt to
fulfill this obligation with an equivalent benefit reasonably satisfactory to
Employee, including cash.

             (F) "Change in Control" means

                (1) A change in control of The Greenbrier Companies, Inc., the
parent of Greenbrier Leasing Corporation, of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A as in
effect on the date of this Agreement pursuant to the Securities Exchange Act of
1934 ("Exchange Act"); provided that, without limitation, such a change in
control shall be deemed to have occurred at such time as any Person (other than
William A. Furman or Alan James) hereafter becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30
percent or more of the combined voting power of the Voting Securities of The
Greenbrier Companies, Inc.; or

                (2) During any period of 12 consecutive calendar months,
individuals who at the beginning of such period constitute the Board of
Directors of The Greenbrier Companies, Inc. cease for any reason to constitute
at least a majority thereof unless the election, or the nomination for election,
by the shareholders of The Greenbrier Companies, Inc. of each new director was
approved by a vote of at least a majority of the directors then still in office
who were directors at the beginning of the period; or

                (3) There shall be consummated (A) any consolidation or merger
of The Greenbrier Companies, Inc. in which The Greenbrier Companies, Inc. is not
the continuing or surviving corporation or pursuant to which Voting Securities
would be converted into cash, securities, or other property, other than a merger
of The Greenbrier Companies, Inc. in which the holders of Voting Securities
immediately prior to the merger have the same, or substantially the same,
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (B) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of The Greenbrier Companies, Inc., provided that any such
consolidation, merger, sale, lease, exchange, or other transfer consummated at
the insistence of an appropriate banking regulatory agency shall not constitute
a change in control; or

                (4) Approval by the shareholders of The Greenbrier Companies,
Inc. of any plan or proposal for the liquidation or dissolution of The
Greenbrier Companies, Inc.; or

                (5) The determination by Employer to cease paying premiums
required to be paid pursuant to Section 2.02(a) of this Agreement.


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                For the purposes of this Section 2.02(e), the term "Person"
shall mean and include any individual, corporation, partnership, group,
association, or other "person," as such term is used in Section 14(d) of the
Exchange Act, other than The Greenbrier Companies, Inc. or any employee benefit
plan(s) sponsored by The Greenbrier Companies, Inc. and Subsidiaries, and the
term "Voting Securities" shall mean outstanding securities of The Greenbrier
Companies, Inc. ordinarily having the right to vote at elections for directors.

3. CONFIDENTIALITY

         3.01 CONFIDENTIALITY. Employee acknowledges that during the course of
his employment by Employer, he has been, and will be exposed to, and may develop
information that is proprietary to Employer ("CONFIDENTIAL INFORMATION").
Confidential Information includes trade secrets which may include but is not
limited to, financial data, trade secrets, information concerning the operation,
design and marketing of products, repairs and processes, business plans and
procedures, customer and supplier lists, files and profiles, needs and market
analyses, calculations, data, manuals, specifications, performance standards,
instructions, lease and financing structures and calculations, and any other
material or information related to Employer or Employer's affiliates, or their
respective businesses or operations, and the ideas and information relating
thereto. Confidential Information does not include any information which is
available to the public, in the public domain, or readily ascertainable or
available from another legitimate source. Employee will at no time use or permit
any other person or entity to examine, use or derive benefit from Confidential
Information except in the course of performing his duties under this Agreement.
Employee shall maintain all Confidential Information in the strictest
confidence, and shall take all reasonable precautions to preserve its
confidentiality during the term of his employment and thereafter. All documents
and materials evidencing Confidential Information, and copies thereof, shall at
all times remain the property of Employer. Upon request, Employee will deliver
to Employer all documents and other materials which contain or pertain to
Confidential Information.

         3.02 BREACH. Upon a breach by Employee of any of the terms or
conditions of Section 3.01, Employer (or the affected affiliate of Employer, or
their respective successors in interest) shall have the right to:

             (A) Recover from Employee its actual damages incurred by reason of
         such breach, including its attorney fees and costs, if Employer
         prevails, or provided that such is awarded to Employer by way of an
         actual judgment;

             (B) Obtain injunctive relief to prevent the breach or continued
         breach without proof of actual damages; and

             (C) Pursue any other remedy available at law or in equity.

         3.03 ACKNOWLEDGMENTS. Employee acknowledges that upon a breach of
Section 3.01, Employer will suffer immediate and irreparable harm and damage for
which money alone cannot fully compensate Employer. Employee, therefore, agrees
that, upon such breach or threat of


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imminent breach, Employer shall be entitled to the entry of a temporary
restraining order, preliminary injunction, permanent injunction or other
injunctive relief barring Employee from violating Section 3.01 without posting
any bond or security. Employee further agrees that Employee shall not oppose the
entry of such temporary restraining order, preliminary injunction, permanent
injunction or other injunctive relief, without requirement that Employer post
any bond or other security.

         3.04 SURVIVAL. The provisions of this Section 3 of this Agreement shall
remain in full force and effect following termination of this Agreement or
termination of Employee's employment for any reason. Employer and its
Affiliates, and their respective successors in interest, are intended
beneficiaries of this Section 3. The remedies set forth in this Section 3 are
cumulative and pursuit of any such remedy shall not operate as an election or
preclude resort to any other remedy provided in this Agreement or by law.

4. TERMINATION OF EMPLOYMENT

         4.01 TERMINATION BY EMPLOYER FOR CAUSE. Employer may terminate
Employee's employment at any time For Cause with immediate effect upon
delivering written notice thereof to Employee. For purposes of this Agreement,
the term "FOR CAUSE" shall mean: (A) gross negligence or willful misconduct in
the performance of Employee's duties; (B) embezzlement, theft, larceny, material
fraud or other acts of dishonesty; (C) violation by Employee of any of the
provisions of this Agreement or any related agreement; (D) conviction of or
entrance of a plea of guilty or nolo contendere to a felony or other crime which
has or may have a material adverse effect on Employee's ability to carry out his
duties under this Agreement; (E) conduct involving moral turpitude; or (F)
failure or refusal to carry out the reasonable directives of the CEO. Upon
termination For Cause, Employer's sole and exclusive obligation will be to pay
Employee his salary earned under Section 2.01 through the date of termination
and any outstanding reimbursements. There shall be no obligation to pay a bonus
or any portion of a bonus if Employee is terminated For Cause. Employee shall
not be entitled to any compensation after the effective date of such termination
For Cause, except for vested deferred compensation.

         4.02 TERMINATION BY EMPLOYER WITHOUT CAUSE. Employer may terminate
Employee's employment at any time without cause ("Termination Without Cause")
upon written notice. Upon Termination Without Cause, Employer's sole and
exclusive obligation will be to pay to Employee (A) salary, for two (2) years
and any guaranteed or target bonus for that period of time pursuant to Section
2.01, (B) Employee benefits listed in Section 2.2 (except 2.02(c)), unless
comparable benefits are secured by Employee through new employment, (C) full
vesting of any options awarded under Section 2.02(d), and (D) any outstanding
reimbursements. Employee shall not be entitled to any other compensation, except
for vested deferred compensation.

         4.03 TERMINATION UPON DEATH OF EMPLOYEE. In the event of Employee's
death during the term of employment, Employer's sole and exclusive obligations
will be to pay to Employee's estate such salary as Employee earned under Section
2.01 through the date of his death plus any outstanding reimbursements.


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         4.04 TERMINATION AT ELECTION OF EMPLOYEE. Employee may terminate his
employment prior to the expiration of the term of employment upon written notice
to Employer. Upon such termination, Employee shall be entitled to all salary
accrued to the date of termination pursuant to Section 2.01, together with any
outstanding reimbursements. There shall be no pro rata payment of any guaranteed
or target bonus.

         4.05 EFFECT OF TERMINATION. Termination of Employee's employment shall
not relieve Employee of his duties of confidentiality under Section 3 of this
Agreement.

5. COVENANT NOT TO COMPETE

         In the case of a Termination at Election of Employee pursuant to
Section 4.04, Employee shall not, for a period of one year following such
termination, directly or indirectly, accept employment with or render any
services to any business competitive with the Company. Employee acknowledges
that the restrictions imposed by this Section 5 are fully understood and will
not preclude Employee from becoming gainfully employed following a termination
of employment with the Company.

6. GENERAL PROVISIONS

         6.01 NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered or sent by
reputable air courier or by facsimile or electronic mail transmission addressed
as follows:

         If to Employer:            The Greenbrier Companies, Inc.
                                    One Centerpointe Drive, Suite 200
                                    Lake Oswego, OR 97035
                                    Attn: Chief Executive Officer
                                    Telephone:  (503) 684-7000
                                    Facsimile:  (503) 624-1488

         with a copy to:            Norriss M. Webb
                                    Executive Vice President and General Counsel
                                    The Greenbrier Companies, Inc.
                                    One Centerpointe Drive, Suite 200
                                    Lake Oswego, OR   USA   97035
                                    Telephone:  (503) 684-7000
                                    Facsimile:  (503) 684-7553

         If to Employee:            James T. Sharp
                                    5099 Woodwinds Ct.
                                    West Linn, Oregon 97068


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Such notice shall be effective upon the earlier of actual receipt by the
addressee or on the third business day following transmittal in accordance with
the above procedures. Inadvertent failure to provide a courtesy copy shall not
be deemed a breach of this Agreement or a failure of the giving of notice.
Either party may, by notice in writing to the other party, change the address to
which notices to that party are to be given.

         6.02 WAIVER. The waiver by either party of the breach of any provision
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by such party.

         6.03 AMENDMENT. No amendment, modification or discharge of this
Agreement shall be valid unless it is in writing and duly executed by the party
to be charged therewith.

         6.04 JURISDICTION, VENUE AND CHOICE OF APPLICABLE LAW. Employer and
Employee irrevocably consent and submit to the non-exclusive jurisdiction of the
Circuit Court of the State of Oregon for Multnomah County and the United States
District Court for the District of Oregon for purposes of resolving any disputes
pursuant to this Agreement and waive any objection based on venue or forum non
conveniens, whether now existing or hereafter arising, and whether in contract,
tort, equity or otherwise, and agree that any dispute with respect to any such
matters shall be heard only in the courts described above. This Agreement shall
be construed in accordance with and governed by the internal laws of the United
States of America and the State of Oregon, without regard to principles of
conflict of laws, even if the laws of Oregon would otherwise provide for the
selection of the substantive law of a different jurisdiction.

         6.05 ATTORNEY FEES. If any action or proceeding is instituted by any
party to this Agreement to interpret or enforce this Agreement, the prevailing
party shall be entitled to recover as part of the award its reasonable attorney
fees and costs incurred in any such action including at arbitration, trial,
bankruptcy proceeding, and appeal. To the extent this provision may conflict
with the terms of the Covenant Not to Compete Agreement regarding attorney fees
in circumstances of a breach of that agreement, the terms of the Covenant Not to
Compete Agreement shall control.

         6.06 SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement shall in no way affect the validity or enforceability of any
other provision.

         6.07 BENEFIT AND ASSIGNMENT. This Agreement shall inure to and be
binding upon the parties, their heirs, personal representatives, successors and
assigns, provided that Employee may not assign or delegate his interest in this
Agreement. Employer may assign its rights and delegate its duties under this
Agreement to any affiliate of Employer in which case Employer shall be relieved
of further liability hereunder, provided, that no such assignment shall have the
effect of changing any material term of Employee's employment under this
Agreement.

         6.08 OTHER AGREEMENTS. The entire agreement between the parties
concerning employment services provided by Employee is contained herein. This
Agreement supersedes any and all prior agreements and understandings between the
parties with respect to employment


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services by Employee. There are no promises or representations made on behalf of
Employer to induce Employee to enter into this Agreement which are not set forth
herein.

         6.09 CAPTIONS. The paragraph and section captions are for convenience
of the parties and shall not affect the meaning or interpretation of this
Agreement.

         6.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which counterparts shall be deemed an original, but all of
which together shall constitute one and the same instrument. Any counterpart may
be introduced as evidence of the Agreement.

EMPLOYER:                                  EMPLOYEE:
THE GREENBRIER COMPANIES, INC.

By:  /s/ William A. Furman                 /s/ James T. Sharp
   ------------------------------------    -------------------------------------
                                           James T. Sharp

Its: President, Chief Executive Officer
    -----------------------------------


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