Exhibit 10.1


TRIUMPH GROUP,
INC.


AMENDED AND RESTATED DIRECTORS’ STOCK INCENTIVE PLAN


ARTICLE I


Purpose


The purpose of
this Amended and Restated Directors’ Stock Incentive Plan (the “Plan”),
previously named the Directors’ Stock Option Plan, is to enable Triumph Group, Inc.
to attract and retain qualified independent directors and to further promote
the mutuality of interests between such directors and the Company’s
stockholders.


ARTICLE II


Definitions


For purposes of this Plan, the following terms shall
have the following meanings:


2.1       “Affiliate”
shall mean any entity that is directly or indirectly controlled by the Company
or any entity in which the Company has a significant ownership interest as
determined by the Board.


2.2       “Award” shall
mean a Stock Option, Stock Award or Deferred Stock Unit, granted in accordance
with the terms of the Plan.


2.3       “Award Agreement”
means a Stock Option certificate, Stock Award Agreement or Deferred Stock Unit
Award Agreement, as the case may be.


2.4       “Board” shall
mean the Board of Directors of the Company.


2.5       “Code” shall
mean the Internal Revenue Code of 1986, as amended.


2.6       “Common Stock”
means the Common Stock, $.001 per value per share, of the Company.


2.7       “Company” means
Triumph Group, Inc., a Delaware corporation.


2.8       “Deferred Stock Unit” means
the right to receive shares of Common Stock, subject to a risk of forfeiture,
pursuant to Article VIII.


2.9       “Deferred Stock Unit
Agreement” shall mean the agreement, which may be in written or
electronic format, in such form and with such terms as may be specified by the
Board, evidencing the terms and conditions of an individual Deferred Stock Unit.
Each Deferred Stock Unit Award Agreement is subject to the terms and conditions
of the Plan.


2.10     “Effective Date”
shall mean the date on which the Plan is approved by the Company’s
stockholders.


2.11     “Eligible Director”
shall mean any member of the Board who, on the date of the granting of an
Award, is not an officer or an employee of the Company or any of the Company’s
subsidiaries.


2.12     “Fair Market Value”
for purposes of the Plan, unless otherwise required by any applicable provision
of the Code or any regulations issued thereunder, shall mean, as of any date,
the previous regular trading day’s closing price of actual sales of shares of
Common Stock on the principal national securities exchange on which the Common
Stock is listed, or if not listed, as reported on the Nasdaq Stock Market on
such date, or if such Common Stock was not listed or reported on such date, the
fair market value as determined under regulations under Section 409A of
the Code.



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2.13     “Mature Common Stock”
shall mean Common Stock owned for six months or more, or such other period as
the Board may determine subject to applicable accounting regulations, by the
respective Participant.


2.14     “Participant”
shall mean an Eligible Director to whom an Award has been granted under the
Plan.


2.15     “Retirement”
shall mean retirement from active service on the Board as determined by the
Board.


2.16     “Stock Award” shall
mean an award or issuance of shares of Common Stock pursuant to Article VII
of the Plan.


2.17     “Stock Award Agreement”
shall mean the agreement, which may be in written or electronic format, in such
form and with such terms as may be specified by the Board, evidencing the terms
and conditions of an individual Stock Award. Each Stock Award Agreement is
subject to the terms and conditions of the Plan.


2.18     “Stock Option”
or “Option” shall mean any option to
purchase shares of Common Stock granted pursuant to Article VI of the
Plan.


ARTICLE III


Administration


3.1       Administration. The
Plan shall be administered and interpreted by the Board.


3.2       Guidelines. Subject
to Article IX hereof, the Board shall have the authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
Plan as it shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any Award granted under the Plan (and any agreements
relating thereto); and to otherwise supervise the administration of the Plan. The
Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent it
shall deem necessary to carry the Plan into effect. Notwithstanding the foregoing,
no action of the Board under this Section 3.2 shall impair the rights of
any Participant without the Participant’s consent, unless otherwise required by
law.


3.3       Decisions Final. Any
decision, interpretation or other action made or taken in good faith by the
Board arising out of or in connection with the Plan shall be final, binding and
conclusive on the Company, all members of the Board and their respective heirs,
executors, administrators, successors and assigns.


ARTICLE IV


Share Limitation


4.1       Shares. The
maximum aggregate number of shares of Common Stock subject to Awards that may
be granted under the Plan is 115,000 (subject to any increase or decrease
pursuant to Section 4.2), which may be either authorized and unissued
shares of Common Stock or issued Common Stock reacquired by the Company. If any
Award granted under the Plan shall expire, terminate or be canceled for any
reason without having been exercised in full, the number of unissued shares
shall again be available for the purposes of the Plan.


4.2       Adjustments Upon Changes
in Capitalization. In the event of reorganization, recapitalization,
stock split, reverse stock split, spin-off, split-off, split-up, stock
dividend, issuance of stock rights, combination of shares, merger, consolidation
or any other change in the corporate structure of the Company affecting Common
Stock, or any distribution to stockholders in respect of stock other than a
cash dividend, the Board shall make such adjustments in the number and kind of
shares authorized by the



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Plan, in the minimum and maximum limits set forth in Article V
and in any outstanding Awards as it determines appropriate. No fractional
shares of Common Stock shall be issued pursuant to such an adjustment. The Fair
Market Value of any fractional shares resulting from adjustments pursuant to
this section shall, where appropriate, be paid in cash to the Participant. If
during the term of any Award granted hereunder the Company shall be, with the
prior approval of a majority of the members of the Board, merged into or
consolidated with or otherwise combined with or acquired by a person or entity,
or there is a liquidation of the Company, then at the election of the Board,
the Company may take such other action as the Board shall determine to be reasonable
under the circumstances to permit the Participant to realize the value of such
Award, including without limitation paying cash to such Participant equal to
the value of the Award or requiring the acquiring corporation to grant options
or stock to such Participant having a value equal to the value of the Award.


ARTICLE V


Eligibility and Grants of Awards


5.1       Eligible Directors. Only
Eligible Directors may be granted Awards under the Plan.


5.2       Annual Grants. The
Board may make an annual grant to each Eligible Director of Awards representing
not more than 1,250 Shares of Common Stock, provided however, that only for
purposes of calculating the maximum annual limit, an Option shall be considered
to give the holder the right to purchase only one-half of a share of Common
Stock. Except as otherwise provided in this Section, the Board shall have full
authority to determine whether an Award is an Option, a Stock Award or a
Deferred Stock Unit and the number of each type of Award to be granted.


5.3       New Director Grants. The
Board may grant to any Eligible Director, upon his or her initial election to
the Board, Awards representing up to 2,500 shares of Common Stock; provided
however, that only for purposes of calculating this limit, an Option shall be
considered to give the holder the right to purchase only one-half of a share of
Common Stock. Subject to the maximum limit set forth in the preceding sentence,
the number of shares of Common Stock subject to such Stock Options shall be
determined by the Board, and may be greater than or less than the number of
shares of Common Stock subject to any prior grants.


5.4       Discretionary Grants. In
addition to the grants described in 5.2 and 5.3 above, the Board may from time
to time grant additional Awards to any Eligible Director. The Board shall have
full authority to select the Eligible Directors to whom such Awards are to be
granted and to determine the number of shares of Common Stock to be covered by
each such Award.


ARTICLE VI


Stock Options


6.1       Options. Subject
to Article V, all Stock Options granted under
the Plan shall be non-qualified stock options (i.e., options
that do not qualify as incentive stock options under section 422 of the Code).


6.2       Grants. The
Board shall have full authority to grant Stock Options in its discretion
pursuant to this Article VI.


6.3       Terms of Options. Options
granted under the Plan shall be subject to the following terms and conditions
and shall contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Board shall deem desirable:


(a)    Stock Option Certificate. Each
Stock Option shall be evidenced by, and subject to the terms of, a Stock Option
certificate executed by the Company. The Stock Option certificate shall specify
the number of shares of Common Stock subject to the Stock Option, the option
price, the option term,



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and such other terms and
conditions, consistent with the provisions of the Plan, as the Board shall deem
advisable.


(b)    Option Price. The
option price per share of Common Stock purchasable upon exercise of a Stock
Option shall be equal to the Fair Market Value of a share of Common Stock on
the date of grant.


(c)    Option Term. The
term of each Stock Option shall be ten years from the date of grant.


(d)    Exercisability. Stock
Options shall be exercisable at such time or times and subject to such terms
and conditions as shall be determined by the Board at the time of grant;
provided that the Board may waive any installment exercise or waiting period
provisions, in whole or in part, at any time, based on such factors as the
Board shall, in its sole discretion, deem appropriate.


(e)    Method of Exercise. Stock
Options may be exercised in whole or in part at any time during the option term
by delivering to the Company written notice of exercise specifying the number
of shares of Common Stock to be purchased and the option price therefore. The
notice of exercise shall be accompanied by payment in full of the option price
and, if requested, by the representation described in Section 11.2. The
option price may be paid in cash or by check payable to the Company or, with
the consent of the Board on or after the date of grant, in whole or in part in
shares of Mature Common Stock or by a reduction in the number of shares of
Common Stock otherwise issuable upon such exercise, with the shares of Common
Stock in either case valued at the Fair Market Value on the date of exercise. Upon
payment in full of the option price and satisfaction of the other conditions
provided herein, a stock certificate representing the number of shares of
Common Stock to which the Participant is entitled shall be issued and delivered
to the Participant.


(f)     Termination. Unless
otherwise determined by the Board, Stock Options held by a Participant who
ceases to be a member of the Board shall be exercisable as follows:


(i)     If the Participant ceases to be a member of
the Board by reason of death, any Stock Option held by such Participant may
thereafter be exercised, to the extent such Option was exercisable at the time
of death or on such accelerated basis as the Board may determine at or after
grant, by the legal representative of the Participant’s estate, until the
expiration of the stated term of the Option or until such earlier time as the
Board may determine at the time the Option is granted or such accelerated basis
is determined.


(ii)    If the Participant ceases to be a member of
the Board by reason of disability (as determined by the Board), any Stock
Option held by such Participant may thereafter be exercised by the Participant
(or, where appropriate, the Participant’s legal representative), to the extent
it was exercisable at the time the Participant ceased to be a member of the
Board or on such accelerated basis as the Board may determine at or after
grant, until the expiration of the stated term of the Option or until such
earlier time as the Board may determine at the time the Option is granted or
such accelerated basis is determined.


(iii)   If the Participant ceases to be a member of
the Board for any reason other than death or disability, the Stock Option shall
terminate 90 days after the date on which the Participant ceased to be a member
of the Board; provided, however, that the Board may extend such exercise period
based on such factors as the Board shall, in its sole discretion, deem
appropriate, but not beyond the expiration of the stated term of the Option.


6.4       Rights as Stockholder. A
Participant shall not be deemed to be the holder of Common Stock, or have any
of the rights of a holder of Common Stock, with respect to shares subject to an
Option, until the Option is exercised and a stock certificate representing such
shares of Common Stock is issued to the Participant.



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ARTICLE VII


Stock Awards


7.1       Subject to Article V, The Board
shall have full authority to grant Stock Awards in its discretion pursuant to
this Article VII.


7.2       Each Stock Award shall be evidenced by a
Stock Award Agreement, the terms and conditions of which are consistent with
the following:


(a)    Restrictions and
Performance Criteria. Stock Awards shall vest at such time and in
such installments as determined by the Board; provided, however, that the
vesting of Stock Awards may be subject to the attainment of performance goals.


(b)    Forfeiture. Unless
otherwise provided in the Stock Award Agreement, upon the Participant’s ceasing
to be a member of the Board (other than as provided below in Sections 7.2(c) and
(d)), the shares of Common Stock subject to a Stock Award that have not yet
become vested pursuant to the Stock Award Agreement shall be forfeited. For
clarity, ceasing to be a member of the Board due to death shall be covered by
this paragraph.


(c)    Disability or Retirement
of Participant. Unless otherwise provided in the Stock Award
Agreement, if a Participant ceases to be a member of the Board due to
disability (as determined by the Board) or Retirement, all outstanding Stock
Awards granted to such Participant shall continue to vest, provided the
following conditions are met:


(i)     The Participant shall not render services
for any organization or engage directly or indirectly in any business which, in
the opinion of the Board, competes with, or is in conflict with the interest
of, the Company. The Participant shall be free, however, to purchase as an
investment or otherwise stock or other securities of such organizations as long
as they are listed upon a recognized securities exchange or traded
over-the-counter, or as long as such investment does not represent a
substantial investment in the opinion of the Committee or a significant (great
than 3%) interest in the particular organization. For the purposes of this
subsection, a company (other than an Affiliate) which is engaged in the
business of producing, leasing or selling products or providing services of the
type now or at any time hereafter made or provided by the Company or any of its
Affiliates shall be deemed to compete with the Company; and


(ii)    The Participant shall not, without prior
written authorization from the Company, use in other than the business of the
Company or any of its Affiliates, any confidential information or material
relating to the business of the Company or its Affiliates, either during or
after service on the Company’s Board.


(d)    Divestiture. If
a Participant will cease to be a member of the Board because of a divestiture
by the Company, prior to such termination of membership, the Board may, in its
sole discretion, accelerate the vesting of all or a portion of any outstanding
Stock Award granted to such Participant and provide that all forfeiture
provisions with respect to such Stock Awards shall lapse. The determination of
whether a divestiture will occur shall be made by the Board in its sole
discretion.


(e)    Rights as a Stockholder. The
Participant shall have the rights equivalent to those of a stockholder and shall
be a stockholder only after shares of Common Stock are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) to the Participant.



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ARTICLE VIII


Deferred Stock Units


8.1       Subject to Article V, the Board
shall have full authority to grant Deferred Stock Units in its discretion
pursuant to this Article VIII.


8.2       Each Deferred Stock Unit shall be
evidenced by a Deferred Stock Unit Award Agreement, the terms and conditions of
which are consistent with the following:


(a)    Restrictions and
Performance Criteria. Deferred Stock Units shall vest at such time
and in such installments as determined by the Board; provided, however, that
the vesting of Deferred Stock Units may be subject to the attainment of
performance goals.


(b)    Forfeiture. Unless
otherwise provided in the Deferred Stock Unit Award Agreement, upon the
Participant’s ceasing to be a member of the Board (other than as provided below
in Sections 8.1(c) and (d)), the shares of Common Stock subject to a
Deferred Stock Unit Award that have not yet become vested pursuant to the
Deferred Stock Unit Agreement shall be forfeited. For clarity, ceasing to be a
member of the Board due to death shall be covered by this paragraph.


(c)    Disability or Retirement
of Participant. Unless otherwise provided in the Deferred Stock Unit
Award Agreement, if a Participant ceases to be a member of the Board due to
disability (as determined by the Board) or Retirement, all outstanding Deferred
Stock Units granted to such Participant shall continue to vest, provided the
following conditions are met:


(i)     The Participant shall not render services
for any organization or engage directly or indirectly in any business which, in
the opinion of the Board, competes with, or is in conflict with the interest
of, the Company. The Participant shall be free, however, to purchase as an
investment or otherwise stock or other securities of such organizations as long
as they are listed upon a recognized securities exchange or traded
over-the-counter, or as long as such investment does not represent a
substantial investment in the opinion of the Committee or a significant (great
than 3%) interest in the particular organization. For the purposes of this
subsection, a company (other than an Affiliate) which is engaged in the
business of producing, leasing or selling products or providing services of the
type now or at any time hereafter made or provided by the Company or any of its
Affiliates shall be deemed to compete with the Company; and


(ii)    The Participant shall not, without prior
written authorization from the Company, use in other than the business of the
Company or any of its Affiliates, any confidential information or material
relating to the business of the Company or its Affiliates, either during or
after service on the Company’s Board.


(d)    Divestiture. If
a Participant will cease to be a member of the Board because of a divestiture
by the Company, prior to such termination of membership, the Board may, in its
sole discretion, accelerate the vesting of all or a portion of any outstanding
Deferred Stock Unit granted to such Participant and provide that all forfeiture
provisions with respect to such Deferred Stock Units shall lapse. The
determination of whether a divestiture will occur shall be made by the Board in
its sole discretion.


(e)    Dividend Equivalents.
The Deferred Stock Unit Award Agreement may provide that the holder of the
Deferred Stock Units will be entitled to receive payment from the Company at
such times as set forth in the Deferred Stock Unit Award Agreement in an amount
equal to each cash dividend (“Dividend Equivalent”) the Company would have paid
to such holder had he, on the record date for payment of such dividend, been
the holder of record of shares of Common Stock equal to the number of Deferred
Stock Units which had been awarded to such holder as of the close of business
on such record date. The Company shall establish a bookkeeping account on
behalf of each Participant in



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which the Dividend Equivalents that would have been
paid to the holder of Deferred Stock Units shall be credited. Such account will
not bear interest.


8.3       Rights as a Stockholder. The
Participant shall have the rights equivalent to those of a stockholder and
shall be a stockholder only after shares of Common Stock are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) to the Participant to the extent
described in the terms of a Deferred Stock Award Agreement.


ARTICLE IX


Termination or Amendment


9.1       Termination or Amendment
of Plan.


(a)    Except as provided in Subsection (b), the
Board may at any time amend, discontinue or terminate the Plan or any part
thereof (including any amendment deemed necessary to ensure that the Company
may comply with any regulatory requirement referred to in Article X);
provided, however, that, unless otherwise required by law, the rights of a
Participant with respect to Awards granted prior to such amendment,
discontinuance or termination may not be impaired without the consent of such
Participant.


(b)    Any amendment that constitutes a “material
revision” to the Plan requiring stockholder approval pursuant to the New York
Stock Exchange Corporate Governance Listing Standards shall not be effective
unless approved by the Company’s stockholders.


9.2       Amendment of Awards. The
Board may amend the terms of any Award previously granted, prospectively or
retroactively, but, subject to Article IV, no such amendment or other
action by the Board shall impair the rights of any holder without the holder’s
consent.


ARTICLE X


Unfunded Plan


10.1     Unfunded Status of Plan. The
Plan is intended to constitute an “unfunded” plan for incentive compensation. With
respect to any payment not yet made to a Participant by the Company, nothing
contained herein shall give the Participant any rights that are greater than
those of a general creditor of the Company.


ARTICLE XI


General Provisions


11.1     Nonassignment. Except
as otherwise provided in the Award Agreement, any Award granted hereunder and
the rights and privileges conferred thereby shall not be sold, transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise), and shall not be subject to execution, attachment or similar process.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of any such Award, right or privilege contrary to the provisions hereof, or
upon the levy of any attachment or similar process thereon, such Award and the
rights and privileges conferred hereby shall immediately terminate and the
Award shall immediately be forfeited to the Company.


11.2     Legend. The
Board may require each person acquiring shares hereunder to represent to the
Company in writing that the Participant is acquiring the shares without a view
to distribution thereof. The stock certificates representing such shares may
include any legend which the Board deems appropriate to reflect any
restrictions on transfer.


 



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All certificates representing shares of Common Stock delivered
under the Plan shall be subject to such stock transfer orders and other
restrictions as the Board may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed, any applicable Federal or
state securities law, and any applicable corporate law, and the Board may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.


11.3     Other Plans. Nothing
contained in the Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or
applicable only in specific cases.


11.4     No Right to Continue as
Director. Neither the Plan nor the grant of any Award hereunder
shall confer upon any person the right to continue as a director of the Company
or obligate the Company to nominate any director for reelection by the Company’s
stockholders.


11.5     Listing and Other
Conditions.


(a)    If the Common Stock is listed on a national
securities exchange, the issuance of any shares of Common Stock upon exercise
of an Award shall be conditioned upon such shares being listed on such exchange.
The Company shall have no obligation to issue any shares of Common Stock upon
exercise of an Award unless and until such shares are so listed, and the right
to exercise any Award shall be suspended until such listing has been effected.


(b)    If at any time counsel to the Company shall
be of the opinion that any sale or delivery of shares of Common Stock upon
exercise of an Award is or may in the circumstances be unlawful or result in
the imposition of excise taxes under the statutes, rules or regulations of
any applicable jurisdiction, the Company shall have no obligation to make such
sale or delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock, and the right to exercise any
Award shall be suspended until, in the opinion of said counsel, such sale or
delivery shall be lawful or shall not result in the imposition of excise taxes.


(c)    Upon termination of any period of suspension
under this Section 11.5, any Award affected by such suspension which shall
not then have expired or terminated shall be reinstated as to all shares
available before such suspension and as to shares which would otherwise have
become available during the period of such suspension, but no such suspension
shall extend the term of any Award.


11.6     Governing Law. The
Plan and actions taken in connection herewith shall be governed and construed
in accordance with the laws of the State of Delaware.


11.7     Construction. Wherever
any words are used in the Plan in the masculine gender they shall be construed
as through they were also used in the feminine gender in all cases where they
would so apply, and wherever any words are used herein in the singular form
they shall be construed as though they were also used in the plural form in all
cases where they would so apply.


11.8     Liability of Board Members.
No member of the Board nor any employee of the Company or any of its
subsidiaries shall be liable for any act or action hereunder, whether of
omission or commission, by any other member of employee or by any agent to whom
duties in connection with the administration of the Plan have been delegated
or, except in circumstances involving bad faith, gross negligence or fraud, for
anything done or omitted to be done by himself.


11.9     Costs. The
Company shall bear all expenses incurred in administering the Plan, including
expenses related to the issuance of Common Stock upon exercise of Stock
Options.



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11.10   Severability. If
any part of the Plan shall be determined to be invalid or void in any respect,
such determination shall not affect, impair, invalidate or nullify the
remaining provisions of the Plan which shall continue in full force and effect.


11.11   Successors. The
Plan shall be binding upon and inure to the benefit of any successor or
successors of the Company.


11.12   Headings. Article and
section headings contained in this Plan are included for convenience only and
are not to be used in construing or interpreting the Plan.


11.13   Change in Control. Upon
the occurrence of a Change in Control, each Award then outstanding shall become
immediately vested, and in the case of Options, exercisable to the full extent
of the shares of Common Stock subject thereto. For purposes of this Plan,
unless otherwise defined in the Award Agreement, a “Change in Control” shall be
deemed to have occurred if at any time after the Effective Date any “person” or
“group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”)) becomes the “beneficial
owner” (as defined in Section 13(d)(3) under the 1934 Act) of securities
of the Company representing more than 35 percent (35%) of the total
aggregate voting power of the Company’s then outstanding securities entitled to
vote generally in the election of directors, and such person or group owns more
aggregate voting power of the Company’s then outstanding securities entitled to
vote generally in the election of directors than any other person or group. Notwithstanding
anything else contained in this Section 11.13, a Participant shall be
eligible to exercise Awards both before and after a Change in Control to the
full extent otherwise permitted under the Plan.


ARTICLE XII


Term of Plan


12.1     Effective Date. The
Plan shall be effective as of the Effective Date.


12.2     Termination. Unless
sooner terminated, the Plan shall terminate ten years after it is adopted by
the Board and no Awards may be granted thereafter. Termination of the Plan
shall not affect Awards granted before such date, which will continue to be
exercisable after the Plan terminates.



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