Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 5, 2021 (the "Grant Date"), the Board of Directors (the "Board") of FreightCar America, Inc. (the "Company"), acting on the recommendation of the Compensation Committee (the "Committee") of the Board, approved special cash-settled non-qualified stock option grants (i) to James R. Meyer, the Company's Chief Executive Officer, with respect to 750,000 shares of the Company's common stock, and (ii) to certain other executive officers and employees of the Company in smaller amounts (collectively, the "Special Options"), pursuant to the FreightCar America, Inc. 2018 Long-Term Incentive Plan (as amended and restated effective May 14, 2020) (the "Plan") and a form of Stock Option Award Agreement thereunder (the "Special Stock Option Agreement").

Each of the Special Options allows the holder to receive, upon exercise, and subject to the vesting restrictions, a distribution in cash equal to the product of (a) the excess, if any, of the fair market value of a share on the date of exercise over the exercise price, multiplied by (b) the number of Special Options being exercised. Under the terms of the Special Stock Option Agreement, no shares of the Company's common stock will be issued upon exercise of the respective Special Options by the award recipients.

The Special Options may be exercised, subject to the recoupment, vesting, forfeiture, and termination of service provisions thereof, only during the period commencing on the Grant Date until the close of business on the tenth anniversary of the Grant Date. The Special Options shall vest and become exercisable in accordance with the following schedule:

· 34% of the shares subject to each Special Option will vest on the later of (i)


   the first anniversary of the Grant Date or (ii) the date that the thirty-day
   trailing average of the fair market value of a share of the Company's common
   stock is 133.3% or more of the exercise price per share;

· An additional 33% of the shares subject to each Special Option will vest on the


   later of (i) the second anniversary of the Grant Date or (ii) the date that the
   thirty-day trailing average of the fair market value of a share of the
   Company's common stock is 133.3% or more of the exercise price per share; and

· The final 33% of the shares subject to each Special Option will vest on the


   later of (i) the third anniversary of the Grant Date or (ii) the date that the
   thirty-day trailing average of the fair market value of a share of the
   Company's common stock is 133.3% or more of the exercise price per share.

The foregoing description of the Special Options is a summary only and is qualified in its entirety by reference to the form of Special Stock Option Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits



  Exhibit 10.1     Form of Stock Option Award Agreement pursuant to the FreightCar
                 America, Inc. 2018 Long-Term Incentive Plan (as amended and
                 restated effective May 14, 2020)
Exhibit 104      Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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