exv10w2



 








Exhibit 10.2




TRINITY INDUSTRIES, INC.

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AGREEMENT




     THIS
AGREEMENT, dated as of _____ ______, ___ (“Grant Date”) by and between Trinity Industries, Inc., a Delaware Corporation (“Company”), and
name (“Director”), is entered into as follows:



     WHEREAS, the Company has established the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (“Plan”), and which Plan is made a part
hereof;



     WHEREAS, terms defined in the Plan shall have the same meaning in this Agreement unless otherwise specifically stated; and



     WHEREAS, the Board of Directors of the Company has determined that the Director be granted Restricted Stock Units subject to the terms of the Plan
and the terms stated below, as hereinafter set forth;



     NOW, THEREFORE, the parties hereby agree as follows:




	1.  	Grant of Units
	 
	   	Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby credits to a separate account maintained on the books of
the Company (“Account”) ___ Restricted Stock Units (“Units”). Each Unit shall be subject to conversion into a share of the Company’s $1.00 par
value Common Stock (“Stock”) as herein provided.
	 
	2.  	Vesting Schedule
	 
	   	The interest of the Director in the Units shall immediately vest as to 100% of such Units.
	 
	3.  	Restrictions
	 
	   	The Units granted hereunder may not be sold, pledged or otherwise transferred and may not be subject to lien, garnishment, attachment or other legal
process.
	 
	4.  	Dividend Equivalents
	 
	   	If on any date the Company shall pay any dividend or other distribution on the Stock (other than a dividend in Stock), the Director shall be paid an
amount in cash for each Unit equal to the amount of dividend paid on the Stock, less any amounts required to be held for federal, state or local
withholding taxes; provided however, in the event of a distribution to stockholders of the Company of assets or a distribution of the stock of a
subsidiary as a dividend or spin off, the Board of Directors of the Company will




 









 






	   	determine in its absolute discretion the equitable treatment for
the Units granted by this Agreement.
	 
	5.  	Changes in Stock
	 
	   	In the event of any change in the number and kind of outstanding shares of Stock by reason of a subdivision or consolidation of the Stock or the
payment of a stock dividend (but only in Stock) or any other increase or decrease in the number of shares of Stock effected without receipt of
consideration, the Company shall make an appropriate adjustment in the number and terms of the Units credited to the Director’s Account so that,
after such adjustment, the Units shall represent a right to receive the same number of shares of Stock that the Director would have received in
connection with such increase or decrease in shares of Stock as if Director had owned on the applicable record date a number of shares of Stock
equal to the number of Units credited to the Director’s Account prior to such adjustment.
	 
	6.  	Form and Timing of Payment
	 
	   	The Company shall distribute to the Director a number of shares of Stock equal to the aggregate number of vested Units credited to the Director
within 60 days from the date the Director’s service as a member of the Board of Directors of the Company terminates for any reason or earlier upon a
“Change of Control” as defined by Section 409A of the Internal Revenue Code.
	 
	7.  	Taxes
	 
	   	The Director shall be liable for any and all taxes, including required withholding taxes, arising out of this grant or the vesting of Units
hereunder. The Director may elect to satisfy any minimum withholding tax obligation that the Company is required to make by making an election for
the Company to retain Stock having a Fair Market Value equal to the Company’s withholding obligation.
	 
	8.  	Miscellaneous






	 	(a)  	All amounts credited to the Director’s Account under this Agreement shall continue for all purposes to be a part of the general assets of the
Company. The Director’s interest in the Account shall make Director only a general, unsecured creditor of the Company.
	 
	 	(b)  	The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this
Agreement.
	 
	 	(c)  	Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Director at
Director’s address then on file with the Company.
	 
	 	(d)  	Neither the Plan nor this Agreement nor any provisions under either shall be construed so as to grant the Director any right to remain as a Director
of the Company.




 









 






	 	(e)  	Except as provided in paragraph 4 hereof, nothing herein shall be construed as to grant Director any stock ownership rights commonly associated with
stock ownership including voting rights.

	 
	 	(f)  	This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.





       IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the day and year first hereinabove written.



	 	 	 	 	 
	

	 	TRINITY
	 	INDUSTRIES, INC.
	 
	 	 	 	 
	
	 	By	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	

	 	 	 	Director