Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On May 6, 2020, the Company and Rafael Santana, its President and CEO, signed a severance agreement. The material terms of the agreement are substantially the same as the February 25, 2019 summary of employment terms by which Mr. Santana joined the Company following the GE Transportation merger, except that upon termination of Mr. Santana's employment by the Company other than for "cause" (as defined) or by Mr. Santana for "good reason" (as defined) Mr. Santana will be entitled to severance benefits equal to 200% of the sum of his then-current annual base salary and target annual bonus amount, plus accrued compensation and continued medical benefits for two years. In addition, the Company and Mr. Santana signed a change-in-control continuation agreement in substantially the form signed by other Company senior executives.

The above summaries are not complete descriptions of the documents and are qualified in their entirety by reference to the full text of the agreements, copies of which are filed with or incorporated into this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.      Description
  10.1     Severance Agreement, dated May 6, 2020.
  10.2     Form of Employment Continuation Agreement (incorporated herein by
           reference to Exhibit 10.12 to Wabtec's annual report on Form 10-K filed
           with the Securities and Exchange Commission on February 24, 2020).

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