exv10w11w3






Exhibit 10.11.3




TRINITY INDUSTRIES, INC.




RESTRICTED STOCK GRANT AGREEMENT




THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), by and between TRINITY INDUSTRIES, INC.
(hereinafter called the “Company”) and                                          (hereinafter called the “Grantee”);



WITNESSETH:




WHEREAS, the Grantee complies with the requirements of eligibility for the award of Restricted
Stock under the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “Plan”); and



WHEREAS, the Company has determined to award to the Grantee                                          (                    ) shares o
f
Common Stock of the Company, subject to the terms and conditions hereinafter set forth, as a
retention incentive, to encourage a sense of proprietorship by the Grantee and to stimulate the
active interest of the Grantee in promoting the development, growth, performance and financial
success of the Company by affording the Grantee an opportunity to obtain an increased proprietary
interest in the Company so as to assure a closer identification between the Grantee’s interest and
the interest of the Company;



NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained,
the parties hereto agree as follows:



1. Grant of Restricted Shares.




Subject to the terms and conditions of the Plan, this Agreement and the restrictions set forth
below, the Company hereby grants to the Grantee the total number of shares of common stock of the
Company set forth above (the “Restricted Shares”). The Restricted Shares may be issued in
certificated or book-entry form as the Company may determine.



2. Shareholder Status.




Effective upon the date of grant, Grantee has become the holder of record of the Restricted Shares
and has all rights of a stockholder with respect to the Restricted Shares, including the right to
vote the Restricted Shares and the right to receive all dividends paid with respect to the
Restricted Shares, subject to the terms and conditions set forth in this Agreement.



 









 





3. Restrictions.




The Restricted Shares may not be sold, assigned, transferred, pledged or otherwise disposed of or
encumbered (the “Restrictions on Transferability”) until the Restrictions on Transferability shall
lapse. The Restrictions on Transferability shall lapse upon the first to occur of the following:



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(i)
	 	 
 

	 	for
	 	 
 

	 	% of the Restricted Shares; 
	 

	 	(ii)
	 	 
 

	 	for
	 	 
 

	 	% of the Restricted Shares; 
	 

	 	(iii)
	 	 
 

	 	for
	 	 
 

	 	% of the Restricted Shares; 
	 

	 	(iv)
	 	 
 

	 	for
	 	 
 

	 	% of the Restricted Shares; 
	 

	 	(v)
	 	 
 

	 	for
	 	 
 

	 	% of the Restricted Shares; 
	 	 	(vi)	 	death;
	 	 	(vii)	 	Disability as defined in the Plan;
	 	 	(viii)	 	a Change in Control as defined in the Plan; or
	 	 	(ix)	 	the consent, at any time after three years from the date of this grant, to the
removal of the restrictions by the Human Resources Committee (the “Committee”) in its
sole discretion.






All of the Restricted Shares shall be forfeited by the Grantee to the Company if prior to the lapse
of the Restrictions on Transferability the Grantee’s employment with the Company terminates for any
reason other than death or Disability or as provided by paragraph 7 hereof. The Restricted Shares
may also be forfeited in order to satisfy amounts recoverable by the Company that the Committee
determines pursuant to the Policy for Repayment on Restatement of Financial Statements as may be in
effect at the time of the determination, which Policy is incorporated herein by reference. Upon
forfeiture, the Company shall have all right, title and interest in the Restricted Shares and the
Grantee shall have no further right, title or interest therein. Until the Restrictions on
Transferability shall lapse, any certificates representing the Restricted Shares shall bear a
legend giving notice of such restrictions as follows:




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED PURSUANT TO A
RESTRICTED STOCK GRANT AGREEMENT DATED AS OF                                         , AND MAY NOT
BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF OR
ENCUMBERED AT ANYTIME WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMPANY.



Upon the lapse of the Restrictions on Transferability with respect to any of the Restricted Shares,
such shares without the restrictive legend noted above shall be delivered to Grantee or Grantee’s
personal representative, provided that the Grantee or Grantee’s personal representative has made
appropriate arrangements with the Company in accordance with Section 27 of the Plan for applicable
taxes which are required to be withheld under federal, state or local law or the tax withholding
requirement has otherwise been satisfied.



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4. No Rights of Continued Service.




Nothing herein shall confer upon Grantee any right to remain an officer or employee of the Company
or one of its Subsidiaries, and nothing herein shall be construed in any manner to interfere in any
way with the right of the Company or its Subsidiaries to terminate the Grantee’s service at any
time.



5. Interpretation of this Agreement.




The administration of the Company’s Plan has been vested in the Committee, and all questions of
interpretation and application of this grant shall be subject to determination by a majority of the
members of the Committee, which determination shall be final and binding on Grantee.



6. Subject to Plan.




The Restricted Shares are granted subject to the terms and provisions of the Plan of the Company,
which plan is incorporated herein by reference. In case of any conflict between this Agreement and
the Plan, the terms and provisions of the Plan shall be controlling.



7. Confidentiality




This Restricted Stock Grant is to be treated as STRICTLY CONFIDENTIAL. A Grantee who shares
information regarding this Restricted Stock Grant with other employees or outside persons, other
than as required to comply with applicable laws or as necessary to manage his or her personal
finances, is subject to his or her rights hereunder being forfeited upon a determination by the
Committee that the Grantee has violated this paragraph.



8. Acceptance and Stock Power.




The grant of the Restricted Shares under this Agreement is subject to and conditioned upon:
(i) Grantee’s acceptance of the terms hereof by the return of an executed copy of this Agreement to
the Company and (ii) delivery of an executed stock power in the attached form.



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DATED as of the                     th day of                                         , 200___.



	 	 	 	 	 
	 	 	TRINITY INDUSTRIES, INC.
	 
	 	 	 	 
	 	 	 
	 

	 	NAME:
	 	WILLIAM A. MCWHIRTER
	 

	 	TITLE:
	 	SENIOR VICE PRESIDENT &
	 

	 	 	 	CHIEF FINANCIAL OFFICER
	 
	 	 	 	 
	 	 	GRANTEE
	 
	 	 	 	 
	 	 	 
	 

	 	NAME:	 	 






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IRREVOCABLE STOCK POWER




FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer, to Trinity Industries,
Inc.,                                          (___) shares of the common stock of Trinity Industries, Inc. awarded to
the undersigned and for which restrictions have not lapsed pursuant to a Restricted Stock Grant
Agreement dated as of
                                        ,
200___ for ___ shares standing in the name of the
undersigned on the books of said Company.



	 	 	 	 
	 

	 	 
	DATE

	 	NAME