Item 8.01 Other Events

On January 14, 2021, Westinghouse Air Brake Technologies Corporation ("Wabtec") amended its 2011 Stock Incentive Plan, as amended and restated effective May 15, 2020 (the "2011 Plan") to add a one-year minimum vesting requirement. While the Compensation Committee of the Board generally may set the terms and conditions of awards under the 2011 Plan, the amendment requires that share-settled awards may not vest earlier than the first anniversary of the date the award is granted. This requirement does not apply to (1) substitute awards granted in connection with certain acquisitions, or (2) shares delivered in lieu of fully vested cash compensation. Also, the Compensation Committee may grant share-settled awards without regard to the minimum vesting requirement with respect to a maximum of five percent of the available share reserve authorized for issuance under the 2011 Plan. In addition, the minimum vesting requirement does not apply to the Compensation Committee's discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a "Section 11 Event" (as defined under the 2011 Plan), in the terms of the award or otherwise.

The foregoing description of the 2011 Plan, as amended, is qualified in its entirety by the full text of the 2011 Plan, as amended, and attached hereto as Exhibit 10.1, which is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.    Description

  10.1   Amended and Restated 2011 Stock Incentive Plan.
  104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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