exv10w11w4






10.11.4




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 vest as to 100% of such Units on the first
business day immediately preceding the next Annual Meeting of Stockholders of the Company,
or earlier upon death, a “Change of Control” as defined by Section 409A of the Internal
Revenue Code, or with the consent of the Board of Directors of the Company.
	 
	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 or distribution paid on the Stock, less any amounts required to be
held for federal, state or local withholding taxes.





 









 






	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 of
the Director’s “Separation from Service” as defined by Section 409A of the Internal Revenue
Code 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 until such time as shares of Stock are issued to the Director
in accordance with paragraph 6 hereof.





 









 






	 	(f)	 	This Agreement constitutes the entire agreement of the parties with respect to
the subject matter hereof.
	 
	 	(g)	 	This Agreement may be changed or modified by written amendment, without
Director’s consent or signature, if the Company determines, in its sole discretion,
that such change or modification is necessary for purposes of compliance with or
exemption from the requirements of Section 409A of the Internal Revenue Code and any
regulations or other guidance issued thereunder.





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



	 	 	 	 	 
	 	 	TRINITY INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: William A. McWhirter

	 

	 	 	 	Title: Senior Vice President and Chief

	 

	 	 	 	      Financial Officer
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Director