**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

 

**(MarkOne)**

 

**x****-****       ****ANNUALREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For the fiscal year ended March 31, 2010**

 

**or**

 

**o****          ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For the transition period from                    to                    **

 

**Commission File No. 1-12235**

 

**Triumph Group, Inc.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                    | ** ** | **51-0347963**                          |
|---------------------------------|------------|-----------------------------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer Identification Number) |
| incorporation or organization)  |       |                                    |

 

**1550 Liberty Ridge Drive, Suite 100, Wayne, Pennsylvania  19087**

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:**(610)251-1000**

 

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Securities registered pursuant to Section 12(b) of the Act:

 

| **Common Stock, par value $.001 per share** | ** ** | **New York Stock Exchange**                 |
|---------------------------------------------|------------|---------------------------------------------|
| (Title of each class)                       |       | (Name of each exchange on which registered) |

 

Securities registered pursuant to Section 12(g) of the Act: **None**

 

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Indicateby check mark if the Registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act. Yes x No o

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Securities Exchange Act of1934. Yes o No x

 

Indicateby check mark whether the Registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes x No o

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes o No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large acceleratedfiler,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2of the Securities Exchange Act of 1934. (Check one)

 
| Large accelerated filer x                                            | Accelerated filer  o   |
|----------------------------------------------------------------------|-----------------------------|
|                                                                 |                        |
| Non-accelerated filer o(Do not check if a smaller reporting company) | Smaller reporting company o |

 

Indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Securities Exchange Act of 1934). Yes o No x

 

Asof September 30, 2009, the aggregate market value of the shares of CommonStock held by non-affiliates of the Registrant was approximately $778million.  Such aggregate market value wascomputed by reference to the closing price of the Common Stock as reported onthe New York Stock Exchange on September 30, 2009.  For purposes of making this calculation only,the Registrant has defined affiliates as including all directors and executiveofficers.

 

Thenumber of outstanding shares of the Registrant’s Common Stock, par value $.001per share, on April 30, 2010 was 16,686,373.

 

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**Documents Incorporated by Reference**

 

None.

 

 

 

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**EXPLANATORY NOTE**

 

Thisamendment on Form 10-K/A (this “Amendment”) amends the Triumph Group, Inc.(“Triumph,” the “Company,” “we,” “us” or “our”) Annual Report on Form 10-Kfor the fiscal year ended March 31, 2010, originally filed on May 14,2010 (the “Initial Filing”).  We arefiling this Amendment to include the information required by Part III of Form 10-Kthat was not included in the Initial Filing, as we will not be filing ourdefinitive proxy statement within 120 days after the end of our fiscal yearended March 31, 2010.

 

Exceptas described above, no other changes have been made to the Initial Filing.  The Initial Filing continues to speak as ofthe date filed.

 

**PART III**

 

**Item 10.                                 Directors,Executive Officers and Corporate Governance**

 

**Boardof Directors**

 

TheBoard currently consists of nine directors: Paul Bourgon, Elmer L. Doty, RalphE. Eberhart, Richard C. Gozon, Richard C. Ill, Claude F. Kronk, Adam J. Palmer,Joseph M. Silvestri and George Simpson.

 
| **Name**             | ** ** | **Age** | ** ** | **Year First Elected  a Director** | ** ** |
|----------------------|------------|---------|------------|-----------------------------------------|------------|
| Paul  Bourgon        |       | 53      |       | 2008                                    |       |
| Elmer  L. Doty       |       | 56      |       | 2010                                    |       |
| Ralph  E. Eberhart   |       | 63      |       | 2010                                    |       |
| Richard  C. Gozon    |       | 71      |       | 1993                                    |       |
| Richard  C. Ill      |       | 67      |       | 1993                                    |       |
| Claude  F. Kronk     |       | 78      |       | 1993                                    |       |
| Adam  J. Palmer      |       | 37      |       | 2010                                    |       |
| Joseph  M. Silvestri |       | 49      |       | 2008                                    |       |
| George  Simpson      |       | 68      |       | 2002                                    |       |

 

Theprincipal occupations of each director and the experience, qualifications,attributes or skills that led to the conclusion that such nominee should serveas a director for the coming year are as follows:

 

RichardC. Ill has been President and Chief Executive Officer and a Director of Triumphsince 1993. Mr. Ill is a director of P.H. Glatfelter Company,Airgas, Inc. and Baker Industries and a trustee of the EisenhowerFellowships. Mr. Ill led the management buyout pursuant to which Triumphwas founded in 1993 and has led the Company as its Chief Executive Officer anda Director since that time.** **He serves a key leadership role onthe Board, provides the Board with a detailed knowledge of each of Triumph’sbusinesses and its industry, challenges and opportunities, and communicatesmanagement’s perspective on important matters to the Board.  His experience in serving on the boards ofother public companies provides additional insights that are valuable in themanagement and oversight of Triumph’s business.

 

RichardC. Gozon has been a Director of Triumph since 1993. Prior to his retirement in2002, Mr. Gozon served as Executive Vice President of Weyerhaeuser Company(“Weyerhaeuser”), a position which he held for more than five years.Weyerhaeuser is an international forest products company.  He was responsible for Weyerhaeuser’s Pulp,Paper, Container Board Packaging, Newsprint, Recycling and Ocean Transportationbusinesses.  He also served as Chairmanof Norpac, a joint venture between Weyerhaeuser and Nippon PaperIndustries.  Mr. Gozon is Chairmanand director of AmerisourceBerger Corporation and serves on the boards of directorsof AmeriGas Partners, L.P. and UGI Corporation.

 

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Mr.Gozon’s service on Triumph’s Board since the Company’s inception as a separatecompany provides him with a deep familiarity with the Company’s business andindustry.  His own extensive experienceas a senior executive in public companies has included broad managementresponsibility, including supervisory responsibility for the preparation ofcomplex public company financial statements. This management experiences enables Mr. Gozon to contributesubstantially to the oversight of all aspects of Triumph’s operation, includingservice as the Company’s lead independent director and Chair of the Board’s auditcommittee.  The Company also benefitsfrom Mr. Gozon’s insights drawn from his long experience as a director ofseveral other public companies.

 

ClaudeF. Kronk has been a Director of Triumph since 1993. Prior to his retirement in1998, Mr. Kronk served as Vice Chairman and Chief Executive Officer ofJ&L Specialty Steel, Inc., which is primarily a manufacturer of flatrolled stainless steel in the United States. Mr. Kronk has also served on Triumph’s Board since the Company’sinception as a separate company and, accordingly, possesses a deepunderstanding of the Company’s business and development.  His own extensive experience as the chiefexecutive officer of a publicly-held manufacturing company enables him tocontribute to a broad range of management and governance issues facing theCompany, including those he addresses as Chair of the Board’s nominating and corporategovernance committee.

 

GeorgeSimpson has been a Director of Triumph since 2002. Prior to his retirement in2001, Mr. Simpson served as Chief Executive Officer of MarconiCorporation plc, formerly GEC plc, a position which he held sinceSeptember 1996. Marconi Corporation plc was a communications and informationtechnology company.  In addition, withinthe past five years, Mr. Simpson has also served on the boards of directors ofNestlé SA and Alstom SA.  Mr. Simpson’slong and successful career leading or serving on the boards of directors ofmanufacturing enterprises doing business internationally provides Triumph withadvice and insights on a wide range of management issues, including issues ofoperational and financial discipline, resource allocation and executive andsenior management compensation.  As acitizen of the United Kingdom resident in Europe, Mr. Simpson also brings aninternational perspective and the benefits of international business contactsto the Board’s deliberations.

 

PaulBourgon has been a Director of Triumph since October 2008. Mr. Bourgon hasserved as President of the Aeroengine division of SKF Aeroengine since2006.  SKF Group supplies products,solutions and services within rolling bearings, seals, mechatronics, servicesand lubrication systems and SKF Aeroengine, a division of SKF Group, focuses onproviding services in bearing repair and overhaul.  Prior to joining SKF Aeroengine,Mr. Bourgon served as Vice President—Marketing of Heroux-Devtex Inc., acompany which supplies the commercial and military sectors with landing gear,airframe structural components, including kits, and aircraft enginecomponents.  Mr. Bourgon also serveson the board of directors of Venture Aerobearing LLC.  Mr. Bourgon’s current experience as a chiefexecutive officer of a significant aerospace business and his past experiencewithin the aerospace industry enables him to serve as an additional point ofreference on trends and developments affecting Triumph’s business and itscustomers, suppliers and competitors.  Inaddition, his background as a Chartered Accountant, member of the CanadianInstitute of Chartered Accountants since 1983, articling with Coopers &Lybrand in Montreal in the Auditing and Taxes departments, as well as hisongoing responsibility for the financial statements of the business he manages,enables him to lend additional financial expertise to the deliberations of theBoard and the audit committee.

 

JosephM. Silvestri has been a Director of Triumph since October 2008 and previouslyserved as a Director of Triumph from 1995 to 2005. Mr. Silvestri iscurrently a Managing Partner of Court Square Capital Partners, an independentprivate equity firm, and has been employed by Court Square Capital Partners andits predecessors since 1990. Mr. Silvestri also serves on the board of directorsof SGS International, a digital imaging company that provides design-to-printgraphic services to the international consumer products packaging market inNorth America, Europe and Asia.  Throughhis two periods of service on the Board, Mr. Silvestri has acquired a deepunderstanding of Triumph’s background and development.  He also lends to the Board’s deliberationsthe benefit of his own knowledge and understanding of the operation of thecapital markets, financial matters and mergers and acquisitions generallygained through his years of participation in private equity investments.** **In addition, as anexperienced private equity investor, he is able to share with the Boardinsights on corporate management and best practices derived from his experiencewith the many portfolio companies with which he has been associated.

 

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ElmerL. Doty is the President of Triumph Aerostructures — Vought Aircraft Division,which represents a substantial majority of the business recently acquired byTriumph in the acquisition (the “Vought Acquisition”) of Vought AircraftIndustries, Inc. (“Vought”).  FromFebruary 2006 until the closing of the Vought Acquisition, Mr. Doty served asPresident and Chief Executive Officer of Vought and as a member of Vought’s boardof directors.  Prior to joining Vought,Mr. Doty served as the Vice President & General Manager of BAE SystemsGround Systems Division, a position he held since July 2005, when BAE acquiredUnited Defense Inc. (“UDI”).  Mr. Dotyhad served in the identical position with UDI since April 2001, with theadditional duties of an executive officer of UDI.  Prior to that time, he had served in othersenior executive positions with UDI and its predecessor company FMCCorporation.  Mr. Doty brings to theBoard not only his knowledge of Vought and its business but the benefit ofyears of management experience as a senior executive and a deep knowledge ofthe aerospace industry.

 

RalphE. Eberhart served as Commander of the North American Aerospace Defense Command(NORAD) and U.S. Northern Command from October 2002 to January 2005.  General Eberhart’s active military careerspanned 36 years.  He is also member ofthe board of directors of Rockwell Collins, Inc. and VSE Corporation and is adirector of several private companies. He is also Chairman and President of the Armed Forces BenefitAssociation.  Given the significant shareof Triumph’s business focused on serving the militaries of the United Statesand other countries, General Eberhart is expected to provide the Board withvaluable insight into military operations that will enable the Company tobetter serve its military customers. Moreover, the Board expects that his senior leadership experience willenable him to provide management with valuable advice on management issues.

 

AdamJ. Palmer has been a Partner of The Carlyle Group (“Carlyle”), a global privateinvestment firm, since 2005, and since 2004 has served as a Managing Directorof Carlyle, where he has focused on U.S. buyout opportunities in the aerospace,defense and information technology sectors. Prior to joining Carlyle in 1996, Mr. Palmer was with Lehman Brothersfocusing on mergers, acquisitions and financings for defense electronics andinformation services companies.  Mr.Palmer also serves on the boards of directors of Sequa Corporation and WescoHoldings, Inc.  Mr. Palmer served as amember of Vought’s board of directors beginning in 2000 and led thenegotiations on behalf of Carlyle that culminated in Triumph’s recentacquisition of Vought from equity funds affiliated with Carlyle.  The Board expects to benefit from Mr. Palmer’sdeep familiarity with Vought’s business acquired through his years ofinvolvement in developing its business as a Carlyle investment.  The Board also expects to benefit from Mr.Palmer’s knowledge and understanding of the aerospace and defense industry,acquired through his years of active involvement as an investor, as well as hisunderstanding of management issues derived from his participation on corporateboards.

 

**ExecutiveOfficers**

 
| **Name**           | ** ** | **Age** | ** ** | **Position**                                                     |
|--------------------|------------|---------|------------|------------------------------------------------------------------|
| Richard C. Ill     |       | 67      |       | Chairman  and Chief Executive Officer                            |
| Jeffry D. Frisby   |       | 54      |       | President  and Chief Operating Officer                           |
| M. David Kornblatt |       | 50      |       | Executive  Vice President, Chief Financial Officer and Treasurer |
| John B. Wright, II |       | 56      |       | Vice  President, General Counsel and Secretary                   |
| Kevin E. Kindig    |       | 53      |       | Vice  President and Controller                                   |

 

Richard C. Ill was elected Chairman inJuly 2009, and had been our President and Chief Executive Officer and adirector since 1993. Mr. Ill continues to serve as Chief ExecutiveOfficer. Mr. Ill is a director of P.H. Glatfelter Company,Airgas Inc. and Baker Industries and a trustee of the EisenhowerFellowships.

 

Jeffry D. Frisby has been our President andChief Operating Officer since July 2009. Before that, for a period in excess offive years, Mr. Frisby served as Group President of our Aerospace SystemsGroup. Mr. Frisby serves on the board of directors of Quaker ChemicalCorporation.

 

M. David Kornblatt became Executive VicePresident in July 2009 and had been Senior Vice President and Chief FinancialOfficer since June 2007. Mr. Kornblatt continues to serve as ChiefFinancial Officer. From 2006 until joining us, Mr. Kornblatt served as SeniorVice President—Finance and Chief Financial Officer at Carpenter Technology 

 

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Corporation,a manufacturer and distributor of specialty alloys and various engineeredproducts. From 2003 to 2005, he was Vice President and Chief Financial Officerat York International, prior to its acquisition by Johnson Controls in December2005. Before that, Mr. Kornblatt was the Director of Taxes-Europe for TheGillette Company in London, England for three years. Mr. Kornblatt is adirector of Universal Stainless & Alloy Products, Inc.

 

John B. Wright, II has been a Vice Presidentand our General Counsel and Secretary since 2004. From 2001 until he joined us,Mr. Wright was a partner with the law firm of Ballard Spahr LLP, where hepracticed corporate and securities law.

 

Kevin E. Kindig has been our Controllersince 1993 and a Vice President since April 1999.

 

**Section 16(a) Beneficial Ownership Reporting Compliance**

 

Section 16(a)of the Securities Exchange Act of 1934 requires our directors, officers(including a person performing a principal policy-making function) and personswho own more than 10% of a registered class of our equity securities to filewith the SEC initial reports of ownership and reports of changes in ownershipof our common stock and other equity securities. Directors, officers and 10%holders are required by SEC regulations to send us copies of all of theSection 16(a) reports they file. Based solely upon a review of the copiesof the forms sent to us and the representations made by the reporting personsto us, we believe that during the fiscal year ended March 31, 2010, ourdirectors, officers and 10% holders complied with all filing requirements underSection 16(a) of the Securities Exchange Act of 1934.

 

**Code of Business Conduct**

 

OurBoard adopted a Code of Business Conduct in February 2004, which applies toeach of our employees, officers and directors, including, but not limited to,our Chief Executive Officer, Chief Financial Officer and Controller (principalaccounting officer). The Code of Business Conduct is reviewed at least annuallyby the Board’s nominating and corporate governance committee. A copy of theCode of Business Conduct is posted on our website at *www.triumphgroup.com* and is available in print to anystockholder upon request.

 

AuditCommittee

 

Theaudit committee, currently consisting of Messrs. Bourgon, Gozon (Chair),Silvestri and Simpson, met four times during the last fiscal year. The auditcommittee assists the Board in its oversight of the integrity of our financialstatements, the operations and effectiveness of our internal controls, ourcompliance with legal and regulatory requirements, the independent registeredpublic accounting firm’s qualifications and independence, and the performanceof our internal audit function and the independent registered public accountingfirm.  The Board has determined thatMr. Gozon is an “audit committee financial expert” and is independent asindependence for audit committee members is defined in the listing standards ofthe New York Stock Exchange.

 

Compensationand Management Development Committee

 

Thecompensation and management development committee, consisting ofMessrs. Gozon, Kronk and Simpson (Chair), met four times during the lastfiscal year. The compensation and management development committee periodicallyreviews and evaluates the compensation of our officers and senior management,administers our 1996 Stock Option Plan and the 2004 Stock Incentive Plan,establishes guidelines for compensation of other personnel and oversees ourmanagement development and succession plans.

 

Thecompensation and management development committee determines the compensationof the chief executive officer. The compensation and management developmentcommittee also reviews and approves the compensation proposed by the chiefexecutive officer to be awarded to Triumph’s other executive officers, as wellas the presidents and certain key senior officers of each of Triumph’soperating companies and divisions. The chief executive officer generallyattends compensation and management development committee meetings, but doesnot attend executive sessions or any 

 

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discussionof his own compensation. The compensation and management development committeemay form subcommittees and delegate authority to them, as it deems appropriate,provided that such subcommittees are composed entirely of independentdirectors.

 

NeitherTriumph nor the compensation and management development committee has anycontractual arrangement with any compensation consultant who has a role indetermining or recommending the amount or form of senior executive or directorcompensation. Periodically, however, the committee has engaged a compensationconsultant, whose selection and fees or charges are recommended and approved bythe compensation and management development committee, to assist thecompensation and management development committee and the chief executiveofficer in assessing and modifying elements of our management compensationprograms. In such instances, the compensation and management developmentcommittee receives comprehensive data and analyses comparing Triumph’scompensation program against industry and peer group norms. We last engaged acompensation consultant to review the cash compensation levels of our executiveofficers in the summer of 2005.

 

In2010, however, acting at the direction of the compensation and managementdevelopment committee, Triumph engaged Towers Watson, a consulting firm, toanalyze Triumph’s executive compensation to assess the competitiveness of theCompany’s executive compensation levels in the current market.  In part, this analysis is intended to assesswhat adjustments are appropriate in light of Triumph’s acquisition of Vought,which has resulted in the Company becoming substantially larger by almost anymeasure with the attendant increase in responsibility and risk borne by seniormanagement.  In addition, the compensationand management development committee has received the benefit of a compensationanalysis conducted by Vought’s board of directors in the year prior to itsacquisition, which similarly benchmarked the compensation of its managementagainst an industry peer group.  Theresults of these analyses have been preliminarily reviewed with thecompensation and management development committee, but have not yet been actedupon by the committee or the Board.

 

Nominatingand Corporate Governance Committee

 

Thenominating and corporate governance committee, currently consisting ofMessrs. Bourgon, Kronk (Chair), Silvestri and Simpson, met three  times during the last fiscal year. Thenominating and corporate governance committee assists the Board in identifyingindividuals qualified to become Board members, recommending the nominees fordirectors, reviewing and evaluating the compensation of non-employee directors,developing and recommending our corporate governance guidelines and overseeingthe evaluation of the Board and management.

 

FinanceCommittee

 

Thefinance committee, currently consisting of Messrs. Gozon, Ill (Chair) andSilvestri, met two times during the last fiscal year. The finance committeereviews our capital structure and policies, financial forecasts, operations andcapital budgets, pension fund investments and employee savings plans andcorporate insurance coverage as well as other financial matters deemedappropriate by the Board.

 

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**Item 11.****                                                                                                   ****ExecutiveCompensation**

 

**Compensation Discussion and Analysis**

 

*ExecutiveCompensation Overview*

 

Ourexecutive compensation programs are intended to achieve several businessobjectives:

 

·                                          to help usrecruit and retain executives with the talent required to successfully manageour business

 

·                                          to motivate ourexecutives to achieve our business objectives

 

·                                          to instill inour executives a long-term commitment to Triumph’s success by providingelements of compensation that align the executives’ interests with those of ourstockholders

 

·                                          to provide compensationthat recognizes individual contributions as well as overall business results

 

·                                          to avoid orminimize the risks of incentivizing management behavior that is inconsistentwith the interests of our stockholders

 

Ourcompensation strategy is to place the major portion of total executivecompensation at risk in the form of annual incentives and long-term,stock-based compensation programs.

 

Thecomponents of our current executive compensation program are:

 

·                                          annual salary

 

·                                          annual cashbonus compensation

 

·                                          long-termequity incentive compensation

 

·                                          pensionbenefits and deferral of compensation

 

·                                          perquisites

 

·                                          benefitsgenerally available to all Triumph corporate employees

 

Eachof these components is discussed separately below. While the elements ofcompensation described below are considered separately, the compensation andmanagement development committee takes into account the full compensationpackage we provide each executive, including matching contributions under our401(k) plan, insurance and other benefits generally available to all Triumphemployees, as well as the programs described below.

 

Instructuring each element of compensation and the executive compensation packageas a whole, the compensation and management development committee strives tocreate incentives for management to act in accordance with the interests of ourstockholders.  The compensation andmanagement development committee also considers the risk that executivecompensation may inadvertently provide incentives for management to makedecisions that are not in the interests of the stockholders.  In addition, in examining proposed paymentsto be approved under the compensation programs, the compensation and managementdevelopment committee assesses whether the proposed payments achieved thedesired objectives or demonstrated the influence of inappropriate compensationincentives.  Where appropriate, thecompensation and management development committee has sought the advice ofcompensation consultants to assist in the development of appropriate incentiveswhile minimizing the risk of creating or encouraging incentives that areinconsistent with the interests of stockholders.

 

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*BaseSalaries*

 

Weinitially set base salaries for an executive officer by evaluating theresponsibilities of the position and the experience of the individual. In doingso, we consider the competitive marketplace for executive talent, including acomparison to base salaries for comparable positions at companies of similarsize in the aviation and general manufacturing industries. We determine annualsalary adjustments by evaluating the performance of Triumph and of eachexecutive officer, taking into account changes in responsibilities.

 

Inestablishing the base salary granted to Mr. Ill for the fiscal year endedMarch 31, 2010, the compensation and management development committee tookinto account a number of subjective and objective considerations, including thefollowing:

 

·                                          the extent ofour success in meeting our financial objectives for the previous fiscal year

 

·                                          how ourfinancial performance compared with that of similar companies engaged inproviding products and services to the aviation industry

 

·                                          currenteconomic conditions in the aviation industry generally

 

·                                          the performanceof the common stock and management’s ability to enhance stockholder valuegenerally

 

·                                          Mr. Ill’sindividual performance

 

·                                          as appropriate,a comparison of base salaries of chief executive officers of our industry group

 

Thecompensation and management development committee also took into account thelongevity of Mr. Ill’s service to Triumph and its belief that Mr. Illis an excellent representative of Triumph to the public by virtue of hisstature in the community and the industry. For the fiscal year endedMarch 31, 2010, Mr. Ill’s base salary was established at an annualrate of $725,000. After considering Mr. Ill’s and Triumph’s performance, Mr.Ill’s base salary was increased as of April 1, 2010 to an annual rate of $800,000.

 

Withrespect to our other executive officers, Mr. Ill made his recommendationsbased upon considerations similar to those outlined above, as they apply toeach executive officer and his individual performance and the compensation andmanagement development committee approved salary increases based on a review ofMr. Ill’s recommendations.

 

*AnnualCash Bonus Compensation*

 

Weprovide significant incentive opportunities for our executive officers. Ourtarget for executive salaries is to be at approximately the median for ourindustry group, while our target for cash bonus compensation is to be nearerthe 75th percentile for our industry group. The purpose of seeking thisbalance is to provide an incentive to our executives by providing the potentialfor above average compensation but only if our performance objectives are metor exceeded. Nevertheless, significant variations are possible depending uponthe performance of Triumph and the executive’s individual performance. We donot formally benchmark the salaries of our executive officers every year,however, but only as the compensation and management development committee mayrequest. The salaries of our executive officers were last formally benchmarkedin the summer of 2005, and another benchmarking process is currently underway.

 

Ourannual cash bonus plan for executive officers is tied to the annual businessplan. The business plan for a given fiscal year is developed at the businessunit, group and corporate levels in a formal process taking place over severalmonths beginning generally in the third fiscal quarter of the prior fiscalyear. The business plan is then reviewed and 

 

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approvedby our Board of Directors in the first month of the fiscal year. Our businessplan for the fiscal year ending March 31, 2010 was developed beginning inthe late fall of 2008 and approved by the Board of Directors in April 2009.

 

Theamount of annual cash bonus compensation awarded to our executive officers istied to the business plan by initially measuring actual company performanceagainst the target for earnings per share set in the business plan. While nofinancial performance measure or measures can perfectly reflect companyperformance, we believe earnings per share is a fair measure of performancethat also focuses our executives on the measure of perhaps greatestsignificance to our stockholders, thus aligning our executives’ interests withthose of our stockholders. Where appropriate, individual non-financial performancemeasures are also considered in determining annual cash bonus compensation.

 

Forthe chief executive officer and the chief financial officer, the target amountof their annual cash incentive awards is equal to 80% and 60%, respectively, oftheir annual base salaries, and the maximum amount of their annual cashincentive awards (subject to discretionary increases by the committee) is equalto 160% and 120%, respectively, of their annual base salaries. Our otherexecutive officers have annual cash bonus award targets that are set by thechief executive officer, with the approval of the compensation and managementdevelopment committee, according to the executive officer’s job function andlevel within Triumph. These target and maximum bonus amounts are set and, fromtime to time, adjusted based upon a consideration of each executive’scompensation level to provide a balance between fixed compensation andcompensation at risk that is appropriate in our judgment in each case, takinginto consideration the significance of the position and the executive’s recordof performance against company objectives. For example, an executive with anestablished record of successful performance is likely to receive an increasein target and maximum bonus opportunities rather than significant increases inbase salary. No payment under the annual cash bonus plan to any one executiveofficer in any fiscal year may exceed $3.0 million.

 

Thecompensation and management development committee determines the amount of theannual cash bonus award of the chief executive officer. The chief executiveofficer determines the amount of the award to each other executive officer andthe other members of management, subject to the review and approval of thecompensation and management development committee.

 

Forthe fiscal year ended March 31, 2010, the financial performance goalestablished for the year by the compensation and management developmentcommittee, in addition to any individual performance goals, was the achievementby the Company of earnings per share of at least $5.12. Ultimately, for fiscal2010, we reported fully diluted earnings per share of $5.12. Based upon ourperformance and its evaluation of other aspects of Mr. Ill’s performanceas described above, the compensation and management development committeeapproved a bonus for Mr. Ill of $1,225,000 for the fiscal year endedMarch 31, 2010 (169% of salary), an increase of 7% from the prior year’sbonus of $1,160,000. For similar reasons, the compensation and management developmentcommittee approved bonuses of $450,000, $500,000, $240,000 and $130,000 forMessrs. Frisby, Kornblatt, Wright and Kindig, respectively, for the fiscalyear ended March 31, 2010 (191%, 125%, 103% and 68% of their annualsalaries, respectively). With respect to Messrs. Kornblatt, Wright andKindig, the bonus represented an increase of 4% and 0% and 0% from their prioryear’s bonuses.

 

*Long-TermEquity Compensation*

 

Weaward stock options and restricted stock to executive officers and othermanagement employees to align management’s interest with that of itsstockholders. Under Triumph’s 2004 Stock Incentive Plan, the compensation andmanagement development committee can grant stock options and restrictive stockawards to our executive officers as well as to other employees. Thecompensation and management development committee sets guidelines for the sizeof stock option awards and restricted stock awards based on factors, includingcompetitive compensation data, similar to those used to determine base salariesand annual cash incentive compensation. The compensation and managementdevelopment committee determines the size of any grant made to the chiefexecutive officer. The compensation and management development committee alsoapproves the amounts of the grants made to the other executive officers andother members of management, based upon the recommendation of the chiefexecutive officer. In the event of poor corporate performance, the compensationand management development committee may elect not to make equity awards.

 

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Untilour 2007 fiscal year, we generally made equity compensation awards under the2004 Stock Incentive Plan in the form of incentive or nonqualified stockoptions. The awards were generally made to our executive officers and othersenior management employees. The stock options were granted with an exerciseprice equal to the market price of the common stock on the date of grant, vestover four years and may be exercised for up to ten years from the date ofgrant. This approach was designed to incentivize the creation of stockholdervalue over the long term because the full benefit of the compensation packagecould not be realized unless stock price appreciation occurs over a number ofyears.

 

Beginningwith our 2006 fiscal year, the compensation and management developmentcommittee awarded grants of performance-based restricted stock to our executiveofficers under the 2004 Stock Incentive Plan. For the grants made for fiscal2006 and fiscal 2007, the target number of shares covered by each award wassubject to increase or decrease based upon the extent to which we achieved anestablished earnings per share target for the fiscal year, and there was thepossibility that the grant would be eliminated altogether if Triumph’sperformance for that fiscal year was sufficiently below that objective. Inaddition, an executive who received an award forfeits the award altogether ifthe executive voluntarily resigns from Triumph within four years of the grant.This approach was designed to incentivize the creation of stockholder valueover the long term because the number of shares covered by the award, andwhether the award would be made at all, would depend upon the extent ofmanagement’s achievement of the performance target set for the given fiscalyear. It was also designed to induce management to remain with Triumph becausethe award is forfeited if the grant recipient voluntarily resigns. Forrestricted stock awards granted in fiscal 2007, the target number of sharescovered by each award was equal to 50% of the executive officer’s annual basesalary on the date of grant, based upon the closing price per share of ourcommon stock as of the date the compensation and management development committeeapproved the grants.

 

Forthe fiscal years ended March 31, 2008, March 31, 2009 and March 31,2010, the compensation and management development committee awarded acombination of grants of performance-based restricted stock to our executiveofficers under the 2004 Stock Incentive Plan and deferred cash payments. Underthe terms of the grants, if we achieve a target level of earnings per share forthe fiscal year, then the executive officers will receive a combination ofrestricted stock and deferred cash of a total value equal to 50% of theirrespective base salaries as adjusted at the beginning of that fiscal year. Theportion of the grant represented by restricted stock grant will be a number ofshares having a value equal to 70% of the total value of the combined grant(using the stock value as of the date the compensation and managementdevelopment committee determines that the performance objective has beenachieved). The remaining portion of the grant will be paid in cash at the sametime that the restrictions on the stock grant lapse. If we fail to achieve thetarget performance objective for the fiscal year, the grant would be eliminatedaltogether. If the executive remains with Triumph for an additional threeyears, he will receive the shares of stock free of restrictions as well as thecash payment. This approach was designed to incentivize the creation ofstockholder value over the long term because the achievement of the awarddepends upon the extent of management’s achievement of the performance targetset for the given fiscal year. Moreover, we believe the desire to increase thevalue of the stock to be received upon expiration of the restrictions willinduce management both to remain with Triumph to avoid forfeiture of the grantand to achieve superior performance to increase the value of the stockultimately received.

 

Wegenerally make awards of long-term equity compensation at a regularly scheduledmeeting of the compensation and management development committee held in Aprilof each year. However, for fiscal 2008, the grants were not approved until June2007 when the final details of the structure of the grants were determined.

 

Alsoat the April meeting, the compensation and management development committeeacts upon the annual cash incentive awards to management made with respect toTriumph’s performance in the fiscal year just ended and usually approves thesalary adjustments to be made for management for the new fiscal year. There isa regularly scheduled meeting of the full Board of Directors held shortlythereafter at which the compensation and management development committeereports on its actions with respect to executive and senior managementcompensation.

 

InApril 2010, the compensation and management development committee determinedthat, subject to the full Board’s approval of our financial results for thefiscal year ended March 31, 2010, Triumph had achieved earnings per shareof $5.12 established by the compensation and management development committeefor the performance-based 

 

10

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restrictedstock grants made in April 2009. Accordingly, based upon the then current price of a share of Triumphcommon stock, the number of shares covered by the performance-based restrictedstock grants awarded in April 2009 amounted to a total of 34,743 shares ofrestricted stock, of which 8,632 shares were awarded to our executive officers.The shares will remain restricted until April 2013.

 

Wehave never made equity compensation awards other than at a regularly scheduledmeeting of the Board of Directors or the compensation and managementdevelopment committee.

 

*PensionBenefits*

 

Wehave a split dollar life insurance program and supplemental executiveretirement plan under which certain of our executive officers participate.Benefits are payable upon normal retirement, which is age 65. Early retirementbenefits are available with an actuarial reduction for early commencement. Thepension benefits are intended to provide competitive retirement benefits to ourexecutives when considered in conjunction with the other retirement benefits weoffer.

 

*DeferredCompensation*

 

Weoffer all of our executives the opportunity to defer all or any part of theirbonus for any year, to be paid out over the following two years. Furtherinformation about the deferred compensation plan is set forth below.  We believe that the deferred compensation isconsistent with competitive practices in our industry.

 

*Perquisites*

 

Weprovide certain of our executive officers with other benefits, reflected in theAll Other Compensation column in the Summary Compensation Table below. Webelieve the additional benefits are reasonable, competitive and consistent withTriumph’s overall executive compensation program. We believe that thesebenefits generally allow our executives to work more efficiently and in thecase of the tax preparation and counseling services, help them to optimize thevalue received from the compensation and benefit programs offered. The costs ofthese benefits constitute only a small percentage of each executive’s totalcompensation. Included among the benefits are personal use of the company plane(valued based on the incremental cost to Triumph for fuel, landing fees andother variable costs of operating the airplane, but not including fixed coststhat do not change based on usage, such as pilots’ salaries, depreciation ofthe purchase cost of the aircraft and the cost of general maintenance), paymentof club dues for Mr. Ill, tax preparation for Mr. Ill and Kornblatt,and housing expense for Mr. Kornblatt. Set forth below is the aggregatevalue of perquisites received by each of our executive officers during fiscal2010.

 
| **Name**           | ** ** | **Total ($)** | ** ** |
|--------------------|------------|---------------|------------|
| Richard C. Ill     |       | 26,398        |       |
|               |       |          |       |
| Jeffry D. Frisby   |       | 0             |       |
|               |       |          |       |
| M. David Kornblatt |       | 12,253        |       |
|               |       |          |       |
| John B. Wright, II |       | 0             |       |
|               |       |          |       |
| Kevin E. Kindig    |       | 0             |       |

 

*EmploymentAgreements*

 

InJune 2007, the compensation and management development committee determinedthat it would be appropriate to provide employment agreements to the executiveofficers effective only upon the occurrence of a change of control of Triumph.The prospect of a change of control, such as a possible acquisition by anothercompany, causes executives two problems: the executives may be distracted bythe need to obtain employment elsewhere; and their personal interest may 

 

11

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beat cross purposes with the stockholders’ interest in realizing maximum sharevalue. The executives should have a reasonable level of incentive to consummatethe deal. A reasonable level of incentive means they have the security to knowthat there will be sufficient compensation to cover an extended period ofseeking comparable jobs in the event that the acquiror terminates theiremployment. We believe that the change of control employment agreements willafford the executive a reasonable level of incentive to consummate the deal,and Triumph accordingly entered into the agreements with Messrs. Ill, Frisby,Kornblatt, Wright and Kindig on March 7, 2008.

 

Sincethe change of control employment agreements would not be effective until achange of control takes place, the executives will continue to serve at thewill of the Board. This allows Triumph to terminate their employment withdiscretion as to the terms of any severance arrangement except upon theoccurrence of a change of control. We believe these agreements recognize theexecutives’ legitimate concern that a transaction in Triumph’s long-terminterest may necessitate their loss of employment while preserving Triumph’sflexibility in retaining executive management in the absence of such atransaction.

 

*StockOwnership Guidelines*

 

InJune 2007, the Board of Directors adopted stock ownership guidelinesprescribing minimum levels of Triumph stock ownership our senior executives areexpected to meet. The ownership target is expressed as a multiple of basesalary. There are four tiers within senior management covered by theguidelines. For the chief executive officer, the multiple is five. For thechief financial officer, the multiple is three. For other executive officersand members of senior management, the multiple is two or one depending on thelevel of the position. An executive is required to achieve the guideline withinfive years of assuming a position subject to the guidelines or assuming a newposition subject to a higher level of ownership. The executives serving inpositions subject to the guidelines at the time of their adoption and notalready meeting the guidelines must achieve the guidelines within five years ofthe date of their adoption.

 

Ofthe executive officers named in the Summary Compensation Table,Messrs. Ill, Frisby and Kindig already met the guidelines at the date oftheir adoption, and Messrs. Wright and Kornblatt have until June 2012 tomeet the guidelines.

 

12

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**ExecutiveCompensation Tables**

 

*SummaryCompensation Table*

 

Thefollowing table summarizes the total compensation we paid to Richard C. Ill,Chairman and Chief Executive Officer, Jeffry D. Frisby, President and ChiefOperating Officer, M. David Kornblatt, Executive Vice President, ChiefFinancial Officer and Treasurer, and to each of the three most highlycompensated executive officers of Triumph, other than the chief executiveofficer and chief financial officer, for the fiscal years ended March 31,2008, March 31, 2009 and March 31, 2010. We refer to theseindividuals as the executive officers elsewhere in this Annual Report on Form 10-K.

 
| **Name and Principal  Position**       | ** ** | **Year** | ** ** | **Salary  ($)** | ** ** | **Bonus  ($)(1)** | ** ** | **Stock  Awards  ($)(2)** | ** ** | **Option  Awards  ($)(2)** | ** ** | **Change  in  Pension Value  and  Nonqualified  Deferred  Compensation  Earnings ($)(3)** | ** ** | **All  Other  Compensation  ($)(4)** | ** ** | **Total  ($)** | ** ** |
|----------------------------------------|------------|----------|------------|-----------------|------------|-------------------|------------|---------------------------|------------|----------------------------|------------|-------------------------------------------------------------------------------------------|------------|--------------------------------------|------------|----------------|------------|
| Richard C. Ill                         |       | 2010     |       | 725,000         |       | 1,225,000         |       | 300,489                   |       | —                     |       | (202,496                                                                                  | )          | 59,469                               |       | 2,107,462      |       |
| Chairman and Chief  Executive Officer  |       | 2009     |       | 725,000         |       | 1,160,000         |       | 304,258                   |       | 4,418                      |       | 56,162                                                                                    |       | 32,524                               |       | 2,282,362      |       |
|                                   | 2008       |     | 680,000    |            | 1,088,000  |              | 240,812    |                      | 53,010     |                       | 508,283    |                                                                                      | 69,644     |                                 | 2,639,749  |           |
|                                   |       |     |       |            |       |              |       |                      |       |                       |       |                                                                                      |       |                                 |       |           |       |
| Jeffry D. Frisby                       |       | 2010     |       | 235,166         |       | 450,000           |       | 140,249                   |       | —                     |       | 88,587                                                                                    |       | —                               |       | 914,002        |       |
| President and Chief  Operating Officer |       | 2009     |       |            |       |              |       |                      |       |                       |       |                                                                                      |       |                                 |       |           |       |
|                                   | 2008       |     |       |            |       |              |       |                      |       |                       |       |                                                                                      |       |                                 |       |           |
|                                   |       |     |       |            |       |              |       |                      |       |                       |       |                                                                                      |       |                                 |       |           |       |
| M. David  Kornblatt                    |       | 2010     |       | 401,000         |       | 500,000           |       | 297,569                   |       | —                     |       | —                                                                                    |       | 24,385                               |       | 1,222,954      |       |
| Executive Vice                         |       | 2009     |       | 401,000         |       | 481,200           |       | 262,471                   |       | —                     |       | —                                                                                    |       | 43,152                               |       | 1,187,823      |       |
| President, Chief                       |       | 2008     |       | 316,667         |       | 546,000           | (6)        | 195,023                   |       | —                     |       | —                                                                                    |       | 36,203                               |       | 1,093,893      |       |
| Financial Officer  and                 |       |     |       |            |       |              |       |                      |       |                       |       |                                                                                      |       |                                 |       |           |       |
| Treasurer                         |       |     |       |            |       |              |       |                      |       |                       |       |                                                                                      |       |                                 |       |           |       |
|                                   |       |     |       |            |       |              |       |                      |       |                       |       |                                                                                      |       |                                 |       |           |       |
| John B.  Wright, II               |       | 2010     |       | 234,000         |       | 240,000           |       | 98,515                    |       | —                     |       | —                                                                                    |       | 8,826                                |       | 581,341        |       |
| Vice President,                        |       | 2009     |       | 234,000         |       | 240,000           |       | 102,180                   |       | 1,583                      |       | —                                                                                    |       | 8,196                                |       | 585,959        |       |
| General Counsel and                    |       | 2008     |       | 222,600         |       | 215,000           |       | 81,698                    |       | 19,000                     |       | —                                                                                    |       | 7,644                                |       | 543,942        |       |
| Secretary                              |       |     |       |            |       |              |       |                      |       |                       |       |                                                                                      |       |                                 |       |           |       |
|                                   |       |     |       |            |       |              |       |                      |       |                       |       |                                                                                      |       |                                 |       |           |       |
| Kevin E. Kindig                        |       | 2010     |       | 190,000         |       | 130,000           |       | 79,579                    |       | —                     |       | 19,490                                                                                    |       | 6,694                                |       | 425,763        |       |
| Vice President and Controller          |       | 2009     |       | 190,000         |       | 130,000           |       | 83,185                    |       | 1,330                      |       | 1,859                                                                                     |       | 6,693                                |       | 413,067        |       |
|                                   | 2008       |     | 180,000    |            | 120,000    |              | 66,556     |                      | 15,960     |                       | 10,053     |                                                                                      | 6,084      |                                 | 398,653    |           |

 

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(1)                                  “Bonus” consists of cashbonuses earned in the fiscal year identified. Such bonuses were earned pursuantto Triumph’s annual cash bonus plan for executive officers.

 

(2)                                  The “Stock Awards” and “OptionAwards” columns reflect the grant date fair value for all stock or optionawards granted under the 2004 Stock Incentive Plan during fiscal 2008, 2009,and 2010.  These amounts are determinedin accordance with Accounting Standards Codification 718 (previously known asStatement of Financial Accounting Standards No. 123(R)) (FAS 123R),without regard to any estimate of forfeiture for service vesting.  The amounts for 2007 and 2008 have beenrestated to comply with new disclosure rules of the SEC.  Assumptions used in the calculation of theamounts in these columns for fiscal 2008, 2009, and 2010 are included infootnote 15 to the Company’s audited financial statements for the fiscal yearended March 31, 2010, included in the Company’s Annual Report on Form 10-K.

 

(3)                                  Represents changes in valueunder our Supplemental Retirement Plan (the “SERP”) and the split dollar lifeinsurance program (the “Split Dollar Program”). See “Pension Benefits” foradditional information, including the present value assumptions used in thiscalculation.

 

(4)                                  All Other Compensationincludes (i) Triumph’s match for contributions to the 401(k) plan;(ii) income imputed to the executive officer under Triumph’s group’s termlife insurance policy; (iii) for Messrs. Ill, Frisby and Kindig,income imputed to the executive officers for the death benefit portion of theSplit Dollar Program; (iv) for Messrs. Ill and Kornblatt, personaluse of Triumph’s airplane; (v) for Mr. Ill, payment of club dues;(vi) for Mr. Ill, tax preparation allowance; and (vii) forMr. Kornblatt, housing expenses.

 

(5)                                  Mr. Kornblatt receiveda $90,000 signing bonus upon joining Triumph Group, Inc. and a year endbonus of $456,000.

 

13

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*Grantsof Plan-Based Awards*

 

Thefollowing table lists, for each of the executive officers named in the SummaryCompensation Table, information about plan-based awards granted during fiscal2010.

 
| ** **              | ** ** | ** **     | ** ** | **Estimated  Future Payouts Under  Non-Equity Incentive  Plan Awards ($)(1)(2)** | ** ** | **All Other  Stock Awards:  Number of Shares** | ** ** | **Grant Date  Fair Value  of Stock and** | ** ** |
|-------------------------|------------|----------------|------------|----------------------------------------------------------------------------------|------------|------------------------------------------------|------------|------------------------------------------|------------|
| **Name**                | ** ** | **Grant Date** | ** ** | **Target**                                                                       | ** ** | **of Stock or Units (#)**                      | ** ** | **Option Awards ($)**                    | ** ** |
| Richard C. Ill          |       | 4/22/09        |       | 362,500                                                                          |       | —                                         |       | —                                   |       |
| Jeffry D. Frisby        |       | 4/22/09        |       | 166,000                                                                          |       |                                           |       |                                     |       |
| M. David Kornblatt      |       | 4/22/09        |       | 200,500                                                                          |       | —                                         |       | —                                   |       |
| John B. Wright, II |       | 4/22/09        |       | 117,000                                                                          |       | —                                         |       | —                                   |       |
| Kevin E. Kindig         |       | 4/22/09        |       | 95,000                                                                           |       | —                                         |       | —                                   |       |

 

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(1)                                  Effective April 23,2010, the compensation and management development committee awarded anincentive performance-based award to our executive officers payable, ifachieved, in shares of restricted stock under the 2004 Stock Incentive Plan anda deferred cash payment. Pursuant to the award, the recipient would receive restrictedstock and cash valued at 50% of such recipient’s base salary, with 70% of thevalue of the award paid in restricted stock and 30% of the value of the awardpaid in cash. In order to receive the restricted stock and cash, Triumph musthave achieved earnings per share of $5.12 for fiscal 2010. If the incentiveaward performance metrics are attained, the restricted stock will be issued infiscal 2011, subject to vesting, and the award will vest in full in 2013 and bereleased to the recipient, provided that such recipient remains employed byTriumph or one of its affiliates through the payment date.

 

(2)                                  Subsequent to March 31,2010, the compensation and management development committee determined thatTriumph had attained the performance objectives for fiscal 2010 and finalizedthe incentive award payout as follows: Issuance of restricted shares:Mr. Ill—3,325, Mr. Frisby—1,523, Mr. Kornblatt—1,839,Mr. Wright—1,073 and Mr. Kindig—872. The restricted stock awards vestin full on April 23, 2013. In addition, it was determined that the cashpayments would be made in 2013 as follows: Mr. Ill—$108,750, Mr. Frisby—$48,800,Mr. Kornblatt—$60,150, Mr. Wright—$35,100 andMr. Kindig—$28,500, provided that the recipient remains employed byTriumph or one of its affiliates through the payment date.

 

*OutstandingEquity Awards at Fiscal Year-End*

 

Thefollowing table sets forth information concerning outstanding equity awards atMarch 31, 2010.

 
| ** **      | ** ** | **Option  Awards**                                               | ** ** | **Stock  Awards**                                                | ** ** |
|-----------------|------------|------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|
| ** **      | ** ** | **Number  of  Securities  Underlying  Unexercised  Options (#)** | ** ** | **Number  of  Securities  Underlying  Unexercised  Options (#)** | ** ** | **Option  Exercise** | ** ** | **Option  Grant** | ** ** | **Option  Expiration** | ** ** | **Number  of Shares  or Units  of Stock  That  Have Not  Vested** | ** ** | **Market  Value of  Shares or  Units of  Stock  That  Have Not  Vested** | ** ** | **Equity  Incentive  Plan  Awards:  Number  of  Unearned  Shares,  Units or  Other  Rights  That Have  Not Vested** | ** ** | **Equity  Incentive  Plan  Awards:  Market or  Payout  Value of  Unearned  Shares,  Units or  Other  Rights Not** | ** ** |
| **Name**        | ** ** | **Exercisable**                                                  | ** ** | **Unexercisable**                                                | ** ** | **Price  ($)** | ** ** | **Date(1)** | ** ** | **Date** | ** ** | **(#)(2)(3)** | ** ** | **($)** | ** ** | **(#)** | ** ** | **Vested  ($)** | ** ** |
| Richard  C. Ill |       | 20,000                                                           |       | —                                                           |       | 38.35 |   | 4/20/01 |   | 4/20/11 |   | — |   | — |   | — |   | — |   |
|            |       | 20,000                                                           |       | —                                                           |       | 44.91 |   | 4/19/02 |   | 4/19/12 |   | — |   | — |   | — |   | — |   |
|            |       | 40,000                                                           |       | —                                                           |       | 32.83 |   | 11/12/03 |   | 11/12/13 |   | — |   | — |   | — |   | — |   |

 

14

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| ** **               | ** ** | **Option  Awards**                                               | ** ** | **Stock  Awards**                                                | ** ** |
|--------------------------|------------|------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|
| ** **               | ** ** | **Number  of  Securities  Underlying  Unexercised  Options (#)** | ** ** | **Number  of  Securities  Underlying  Unexercised  Options (#)** | ** ** | **Option  Exercise** | ** ** | **Option  Grant** | ** ** | **Option  Expiration** | ** ** | **Number  of Shares  or Units  of Stock  That  Have Not  Vested** | ** ** | **Market  Value of  Shares or  Units of  Stock  That  Have Not  Vested** | ** ** | **Equity  Incentive  Plan  Awards:  Number  of  Unearned  Shares,  Units or  Other  Rights  That Have  Not Vested** | ** ** | **Equity  Incentive  Plan  Awards:  Market or  Payout  Value of  Unearned  Shares,  Units or  Other  Rights Not** | ** ** |
| **Name**                 | ** ** | **Exercisable**                                                  | ** ** | **Unexercisable**                                                | ** ** | **Price  ($)** | ** ** | **Date(1)** | ** ** | **Date** | ** ** | **(#)(2)(3)** | ** ** | **($)** | ** ** | **(#)** | ** ** | **Vested  ($)** | ** ** |
|                     |       | 11,160                                                           |       | —                                                           |       | 30.74 |   | 4/22/05 |   | 4/22/15 |   | — |   | — |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 9,490 |   | 362,518 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 3,998 |   | 152,723 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 6,257 |   | 438,553 |   | — |   | — |   |
| Jeffry  D. Frisby        |       | 6,436                                                            |       | —                                                           |       | 38.35 |   | 4/20/01 |   | 4/20/11 |   | — |   | — |   | — |   | — |   |
|                     |       | 2,317                                                            |       | —                                                           |       | 44.91 |   | 4/19/02 |   | 4/19/12 |   | — |   | — |   | — |   | — |   |
|                     |       | 3,045                                                            |       | —                                                           |       | 32.83 |   | 11/12/03 |   | 11/12/13 |   | — |   | — |   | — |   | — |   |
|                     |       | 5,900                                                            |       | —                                                           |       | 30.74 |   | 4/22/05 |   | 4/22/15 |   | — |   | — |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 4,538 |   | 318,068 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 1,853 |   | 129,876 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 2,865 |   | 200,807 |   | — |   | — |   |
| M.  David Kornblatt      |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 12,000 | (4) | 458,400 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 2,235 |   | 85,377 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 3,461 |   | 242,581 |   | — |   | — |   |
| John  B. Wright, II |       | 10,000                                                           |       | —                                                           |       | 32.49 |   | 7/12/04 |   | 7/12/14 |   | — |   | — |   | — |   | — |   |
|                     |       | 4,000                                                            |       | —                                                           |       | 30.74 |   | 4/22/05 |   | 4/22/15 |   | — |   | — |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 3,167 |   | 120,979 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 1,309 |   | 50,003 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 2,020 |   | 141,581 |   | — |   | — |   |
| Kevin  E. Kindig         |       | 6,000                                                            |       | —                                                           |       | 44.91 |   | 4/19/02 |   | 4/19/12 |   | — |   | — |   | — |   | — |   |
|                     |       | 1,000                                                            |       | —                                                           |       | 32.83 |   | 11/12/03 |   | 11/12/13 |   | — |   | — |   | — |   | — |   |
|                     |       | 3,360                                                            |       | —                                                           |       | 30.74 |   | 4/22/05 |   | 4/22/15 |   | — |   | — |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 2,541 |   | 97,066 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 1,059 |   | 40,453 |   | — |   | — |   |
|                     |       | —                                                           |       | —                                                           |       | — |   | — |   | — |   | 1,640 |   | 114,947 |   | — |   | — |   |

 

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(1)                                  Options vest infour equal installments on the anniversary of the grant date.

 

(2)                                  Represents restricted stockawards made on (a)  April 20, 2006, which will vest on April 20,2010, (b) June 6, 2007, which will vest on June 6, 2011, and (c) April 24,2008, which will vest on April 24, 2012.

 

(3)                                  With respect to the awardsoutstanding at fiscal year end, the named executive officers’ restricted stockwas released from restriction subsequent to March 31, 2010, as payment ofa fiscal 2007 performance-based incentive award described in footnotes(2) and (3) to the Grants of Plan-Based Awards table.

 

(4)                                  Upon joining Triumph,Mr. Kornblatt was granted 12,000 restricted shares that vest on the third,fourth, fifth and sixth anniversary of the grant date.  The third anniversary was on June 14,2010, when 3,000 shares were released.

 

15

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*Option Exercises and Stock Vested*

 

Thefollowing table sets forth information concerning option exercises and stockvested.

 
| ** **               | ** ** | **Option Awards**                                                      | ** ** | **Stock Awards**                          | ** ** |
|--------------------------|------------|-----------------------------------------------------------------------------|------------|------------------------------------------------|------------|
| **Name**                 | ** ** | **Number of   Shares Acquired   on Exercise  (#)** | ** ** | **Value Realized  on Exercise  ($)** | ** ** | **Number of  Shares Acquired  on Vesting  (#)** | ** ** | **Value Realized  on Vesting  ($)** | ** ** |
| Richard  C. Ill          |       | —                                                                      |       | —                                         |       | 5,591 |   | 221,459.51 |   |
|                     |       |                                                                        |       |                                           |       |   |   |   |   |
| Jeffry  D. Frisby        |       | —                                                                      |       | —                                         |       | 2,957 |   | 117,126.77 |   |
|                     |       |                                                                        |       |                                           |       |   |   |   |   |
| M.  David Kornblatt      |       | —                                                                      |       | —                                         |       | — |   | — |   |
|                     |       |                                                                        |       |                                           |       |   |   |   |   |
| John  B. Wright, II |       | —                                                                      |       | —                                         |       | 2,008 |   | 79,536.88 |   |
|                     |       |                                                                        |       |                                           |       |   |   |   |   |
| Kevin  E. Kindig         |       | —                                                                      |       | —                                         |       | 1,684 |   | 66,703.29 |   |

 

*Pension Benefits*

 

Thefollowing table sets forth information concerning pension benefits of theexecutive officers.

 
| **Name**                | ** ** | **Plan Name** | ** ** | **Number of Years  Credited Service (#)** | ** ** | **Present Value of  Accumulated  Benefit ($)(1)** | ** ** | **Payments During  Last Fiscal Year ($)** | ** ** |
|-------------------------|------------|---------------|------------|-------------------------------------------|------------|---------------------------------------------------|------------|-------------------------------------------|------------|
| Richard C. Ill          |       | SERP          |       | 17                                        |       | 2,864,174                                         |       | —                                    |       |
|                    |       | Split  Dollar |       | 17                                        |       | 1,514,520                                         |       | —                                    |       |
| Jeffry D. Frisby        |       | SERP          |       | —                                    |       | —                                            |       | —                                    |       |
|                    |       | Split  Dollar |       | 14                                        |       | 269,227                                           |       | —                                    |       |
| M. David Kornblatt      |       | SERP          |       | —                                    |       | —                                            |       | —                                    |       |
|                    |       | Split  Dollar |       | —                                    |       | —                                            |       | —                                    |       |
| John B. Wright, II |       | SERP          |       | —                                    |       | —                                            |       | —                                    |       |
|                    |       | Split  Dollar |       | —                                    |       | —                                            |       | —                                    |       |
| Kevin E. Kindig         |       | SERP          |       | 17                                        |       | 120,417                                           |       | —                                    |       |
|                    |       | Split  Dollar |       | 17                                        |       | 18,236                                            |       | —                                    |       |

 

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(1)                                  Present values werecalculated for the SERP using the following actuarial assumptions: DiscountRate—as of March 31, 2010, a discount rate of 6.00% prior to age 65 and3.75% after age 65; as of March 31, 2009, a discount rate of 7.25% priorto age 65 and 2.75% after age 65; and, for March 31, 2008, 6.25% prior toage 65 and 3.50% after age 65; Mortality for 2010, 2009 and 2008, the 1994Group Annuity Mortality table projected to 2002 and blended 50% Male and 50%Female (Unisex table used for lump sum option under the plan).  Present values were calculated for the SplitDollar using the following actuarial assumptions: Discount Rate—as of March 31,2010, a discount rate of 6.00% both prior to and after age 65; as ofMarch 31, 2009, a discount rate of 7.25% both

 

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priorto and after age 65, and as of March 31, 2008, 6.25% both prior to andafter age 65; Mortality for all years was the RP 2000 Mortality table.

 

In1999, we adopted the Split Dollar Program to provide benefits for certainofficers. For Mr. Ill, this program provides annual, lifetime retirementbenefits equal to 65% of 1999 total pay, reduced by projected Social Securitybenefits and further reduced for projected service of less than 20 years.The other officers received annual, lifetime benefits based on their 1999 totalpay, projected years of service and other performance parameters. The programprovides a death benefit to each participant equal to ten times the participant’sexpected annual benefit, reduced by any distributions received, but in no eventless than $25,000. Because of the restrictions on loans to executive officersincluded in the Sarbanes-Oxley Act of 2002, the program was amended in 2002 toretain the split dollar policies purchased in 1999 with no further premiumpayments, reassign the additional policies to Triumph and adopt an unfundedSERP.

 

Theparticipating officers’ benefits under the Split Dollar Program and SERP arefully vested and, therefore, are entitled to benefits under the Split DollarProgram upon reaching retirement age (age 65) no matter when theyterminate their employment with Triumph. However, if a participating officer isterminated for cause, he is not entitled to receive any benefit under the SplitDollar Program or the SERP. For the purposes of both programs, cause includesdishonesty or willful misconduct in carrying out duties for Triumph, breach offiduciary duty to Triumph for personal benefit and willful violation of law. Inaddition, in order to continue to receive benefits under the SERP and the SplitDollar Program, the participating officer cannot compete with Triumph.

 

Thetotal benefits expected to be provided by the Split Dollar program and the SERPare as follows:

 
| ** **       | ** ** | **Total Death  Benefit ($)** | ** ** | **Annual  Payment from  Split Dollar ($)** | ** ** | **Annual  Payment from  SERP ($)** | ** ** | **Total Annual  Payment ($)** | ** ** |
|------------------|------------|------------------------------|------------|--------------------------------------------|------------|------------------------------------|------------|-------------------------------|------------|
| Richard C. Ill   |       | 3,605,150                    |       | 139,097                                    |       | 221,418                            |       | 360,515                       |       |
| Jeffry D. Frisby |       | 445,900                      |       | 44,590                                     |       | —                             |       | 44,590                        |       |
| Kevin E. Kindig  |       | 208,320                      |       | 3,217                                      |       | 17,615                             |       | 20,832                        |       |

 

Bothprograms allow for early retirement at age 62, provided that the employee makesan irrevocable election at least 12 months prior to termination of employment.Benefits are reduced by 8% for each year early between ages 62 and 65.  In addition, the SERP allows for a lump sumdistribution based on the 10 year Treasury bond rate as of the date ofretirement, provided that an irrevocable election was made at least12 months prior to termination. Mr. Ill is currently eligible fornormal retirement. Mr. Ill has also made an election that, uponretirement, he will receive his SERP benefit in the form of a lump sum. IfMr. Ill were to have retired on March 31, 2010, he would havereceived an annual benefit of $139,097 under the Split Dollar program and a lumpsum payment of $2,834,636 under the SERP.

 

*DeferredCompensation*

 

Weoffer all of our executives the opportunity to defer all or any part of theirbonus for any year. During the deferral period, the deferred amounts arecredited interest at the 10 year U.S. Treasury rate plus 2%. During fiscal2010, this interest rate was 5.21%. The amount is payable at the executive’soption, at any time in the future prior to 6 years post retirement in one tofive year annual increments, except that, if the executive dies, the aggregatebalance deferred at the time of his death is payable to his beneficiaries.

 

*PotentialPayments upon Termination or Change of Control*

 

Asof March 31, 2010, our executive officers did not have employmentagreements with Triumph. The information below describes and quantifiescompensation that would become payable under existing arrangements in the eventof termination of such executive officer’s employment under several differentcircumstances. The amounts shown assume that such termination was effective asof March 31, 2010, and thus include amounts earned through such time and

 

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areestimates of the amounts that would be paid to the executive officers upontheir termination. The actual amounts to be paid can only be determined at thetime of such executive officer’s separation from Triumph.

 

*Severance.*    Inaddition to the items described below, payments and benefits provided on anon-discriminatory basis to salaried employees generally and in the event of achange of control as discussed below, the compensation and managementdevelopment committee or the independent directors of the Board may authorizeadditional severance benefits, although they are not obligated to do so.

 

*Pension Benefits.*    Adescription of the Split Dollar Life Insurance Program in whichMessrs. Ill, Frisby and Kindig participate and the SERP in which Messrs. Illand Kindig participate, including each of their vested benefits under theprogram is set forth above. Messrs. Kornblatt and Wright do not participate in either the SERPor the Split Dollar program and Mr. Frisby does not participate in the SERP. Neitherthe SERP nor the Split Dollar Program are available on a non-discriminatorybasis to salaried employees generally.

 

*Stock Options.*    Messrs. Ill,Frisby, Wright and Kindig hold stock options issued under our 2004 StockIncentive Plan. With regard to the outstanding stock options held byMessrs. Ill, Frisby, Wright and Kindig, if the executive officer’semployment terminates for any reason, then all options issued under the 2004Stock Incentive Plan held by the executive officer will terminate ninety daysafter the executive officer’s termination, except as follows:

 

·                                          if an executiveofficer’s employment terminates as a result of the executive officer’s death,then all vested options will remain exercisable and all options may beexercised until expiration of the stated term of the option;

 

·                                          if an executiveofficer’s employment terminates as a result of the executive officer’sdisability or retirement due to age, then all exercisable options shall remainexercisable until the expiration of the stated term of the option;

 

·                                          if an executiveofficer ceases to be an employee as a result of participation in a voluntaryseverance incentive program, unless the voluntary severance incentive programprovides otherwise, all unvested options will immediately vest and alloutstanding options will be exercisable until the expiration of the stated termof the option; and

 

·                                          if an executiveofficer ceases to be an employee because of a divestiture by Triumph ortermination as part of a workforce restructuring program, the compensation andmanagement development committee may, in its sole discretion, make some or allof the outstanding options granted to the executive officer become fullyvested, and such options shall remain exercisable until the expiration of thestated term of the option.

 

Inthe event of a change of control (as defined in the 2004 Stock Incentive Plan),the executive officers’ stock options do not automatically accelerate.Acceleration of vesting upon a change of control is at the discretion of the compensationand management development committee.

 

Messrs. Ill,Frisby, Wright and Kindig hold stock options issued under our 1996 Stock OptionPlan, all of which are fully vested. With regard to the outstanding stockoptions held by Messrs. Ill, Frisby, Wright, and Kindig, if the executiveofficer’s employment terminates for any reason, then all options issued underthe 1996 Stock Option Plan held by the executive officer will terminate thirtydays after the executive officer’ termination, except as follows:

 

·                                          if an executiveofficer’s employment terminates as a result of the executive officer’s death,then all options will remain exercisable until expiration of the stated term ofthe option; and

 

·                                          if an executiveofficer’s employment terminates as a result of the executive officer’sdisability or retirement due to age, then all options shall remain exercisableuntil the expiration of the stated term of the option.

 

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Thetable below sets forth the value each executive officer would have realizedupon the exercise of his outstanding options under several differenttermination and change of control scenarios. Amounts in the table are based ona $38.20 closing price per share of our common stock on March 31, 2010(the last trading day of fiscal 2010) and assume the executive officerimmediately exercised and sold all of their vested stock options.

 
| ** **              | ** ** | **Voluntary termination;  involuntary termination;  death; disability; retirement ($)** | ** ** | **Termination as part of a  voluntary severance program;  change of control of Triumph  with accelerated vesting;  termination as part of divestiture  or workforce restructuring program  with accelerated vesting ($)** | ** ** |
|-------------------------|------------|-----------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Richard C. Ill          |       | $                                                                                       | 3,067,946  |                                                                                                                                                                                                                      | $          | 3,067,946 |   |
| Jeffry D. Frisby        |       | $                                                                                       | 608,242    |                                                                                                                                                                                                                      | $          | 608,242 |   |
| John B. Wright, II |       | $                                                                                       | 533,400    |                                                                                                                                                                                                                      | $          | 533,400 |   |
| Kevin E. Kindig         |       | $                                                                                       | 320,556    |                                                                                                                                                                                                                      | $          | 320,556 |   |

 

*Restricted Stock.*    Messrs. Ill,Frisby, Kornblatt, Wright and Kindig hold restricted stock issued under our2004 Stock Incentive Plan. The restricted stock awards are subject toadjustment based upon the extent to which Triumph achieves an establishedperformance objective for a particular fiscal year or the market price ofTriumph’s common stock when it is determined that the performance objective forthe fiscal year has been achieved. If Triumph fails to achieve the targetperformance objective for the fiscal year, the grant would be eliminatedaltogether. If Triumph achieves the target performance objective for the fiscalyear and the grant recipient remains with Triumph for an additional three yearsfollowing such achievement, the recipient will receive the shares of stock freeof restrictions. With regard to the restricted stock held by Messrs. Ill,Kornblatt, Wright and Kindig, if the executive officer’s employment terminatesfor any reason, then all unvested shares of restricted stock held by theexecutive officer under the 2004 Stock Incentive Plan will be forfeited, exceptas follows:

 

·                                          if an executiveofficer’s employment terminates as a result of disability or retirement, theoutstanding shares of restricted stock will continue to vest, provided theexecutive officer refrains from competing with Triumph, does not disclose orimproperly use any confidential information of Triumph, discloses and assigns toTriumph any inventions or ideas related to Triumph’s business that theexecutive officer made or conceived during his employment and, in the case ofretirement, provides limited consulting services to Triumph, if requested;

 

·                                          if an executiveofficer ceases to be an employee as a result of participation in a voluntaryseverance incentive program, unless the voluntary severance incentive programprovides otherwise, all unvested shares of restricted stock will immediatelyvest and all forfeiture provisions will lapse; and

 

·                                          if an executiveofficer ceases to be an employee because of a divestiture by Triumph ortermination as part of a workforce restructuring program, the compensation andmanagement development committee may, in its sole discretion, make some or allof the executive officer’s outstanding restricted stock vested.

 

Inthe event of a change of control (as defined in the 2004 Stock Incentive Plan),the restrictions on the executive officers’ restricted stock do not automaticallyterminate. Termination of restrictions upon a change of control is at thediscretion of the compensation and management development committee. Theaggregate value of each executive officer’s outstanding restricted stock awardsis included in the “Outstanding Equity Awards at Fiscal Year-End” table.

 

*Change of Control Employment Agreements.*   Weentered into change of control employment agreements with each ofMessrs. Ill, Frisby, Kornblatt, Wright and Kindig on March 7, 2008.Under the agreements, each of these executives will become entitled toadditional payments and benefits if his employment is terminated under certainconditions within two years (three years in the case of Messrs. Ill andKornblatt) following a change of control of Triumph. For the purposes of theagreements, a change of control means one of the following events:

 

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·                                          a person,entity or group becomes beneficial owner of 20% or more of our common stock orvoting securities;

 

·                                          there isgenerally a change in a majority of the our Board of Directors;

 

·                                          certaincorporate reorganizations occur unless stockholders receive 50% or more of thevoting securities of the surviving entity, at least a majority of the Board ofDirectors of the surviving entity were incumbent members of our Board and noperson who did not own stock prior to the corporate reorganization becomes a20% or more holder of the surviving entity; or

 

·                                          thestockholders approve a liquidation or dissolution of the company.

 

Theprincipal provisions of the change of control employment agreements will onlybecome effective upon the occurrence of a change of control or if the executive’semployment is terminated in connection with or in anticipation of a change ofcontrol. Under the agreements, each executive’s employment with Triumph willcontinue for two years (three years in the case of Messrs. Ill andKornblatt) from the date of the change of control (the “Employment Period”).During the Employment Period, the executive will continue in the position heheld prior to the change of control and receive generally a monthly base salaryat least equal to the highest monthly base salary paid to the executive byTriumph during the year prior to the change of control, an annual bonus in cashat least equal to the highest annual bonus paid to the executive for any of thethree fiscal years prior to the change of control (the “Recent Annual Bonus”)and incentive, savings, welfare benefit, fringe benefit and retirement planparticipation at least equal to those provided to him prior to the change ofcontrol.

 

Thechange of control employment agreements provide that if, during the EmploymentPeriod, the executive’s employment is terminated by Triumph or the companyresulting from a business combination other than for cause, death ordisability, or is terminated by the executive for good reason (each as definedin the agreements), he will receive, in a lump sum payment, his then currentbase salary through the date of termination (to the extent not paid), his bonusfor the immediately preceding fiscal year if such bonus has been determined butnot paid, his accrued but unpaid vacation pay, his unreimbursed businessexpenses and an amount representing certain severance benefits. The severancebenefits under the agreements will consist of:

 

·                                          a pro-ratedbonus for the year in which the date of termination occurs, based on the higherof the Recent Annual Bonus and the executive’s annual bonus for the last fiscalyear (such higher amount, the “Highest Annual Bonus”);

 

·                                          an amount equalto two times (three times in the case of Messrs. Ill and Kornblatt)(a) the executive’s annual base salary plus (b) the Highest AnnualBonus; and

 

·                                          a payment equalto Triumph’s contributions under Triumph’s qualified and supplemental definedcontribution plans that the executive would have received if he had continuedto be employed for two years (three years in the case of Messrs. Ill andKornblatt) after the date of termination.

 

Theexecutive will also receive health and other welfare benefits for two years (threeyears in the case of Messrs. Ill and Kornblatt) at equal levels ofcoverage.

 

Thechange of control employment agreements will also provide that if the executive’semployment is terminated by Triumph for cause, death or disability, or isterminated by the executive without good reason, such executive will receivehis then current base salary through the date of termination, together with allcompensation and benefits to which he is entitled under Triumph’s benefit plansfor periods preceding the date of termination. In addition, if the executive’semployment terminates as a result of death or disability, the executive (or hisbeneficiaries) will receive death or disability benefits, as applicable, apro-rated bonus for the year in which the date of termination occurs based onthe Highest Annual Bonus and his bonus for the immediately preceding fiscalyear if such bonus has been determined but not paid, his

 

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accruedand unpaid vacation pay and his unreimbursed business expenses. If an executivevoluntarily terminates his employment without good reason, he will also receivea pro-rated bonus for the year in which the date of termination occurs based onthe Highest Annual Bonus and accrued and unpaid vacation pay and hisunreimbursed business expenses.

 

Paymentsupon termination are subject to a six month delay if necessary to avoidadditional tax under Section 409A of the Code. If a payment is delayed dueto Section 409A, such payment will earn interest at the applicable federalrate.

 

Theagreements further provide that if any payment or benefit to an executive,whether pursuant to the agreements or otherwise, is subject to the excise taximposed by the Code on “excess parachute payments,” then an additional paymentwill be made to such executive so that the amount he receives on a net basiswill be the same amount that he would have received absent the applicability ofthe excise tax. However, to the extent the payment or benefit does not exceed110% of the specified statutory threshold amount giving rise to excise tax,then no additional payment will be paid and the compensation under the changeof control employment agreement will be reduced below such statutory threshold.

 

Pursuantto the change of control employment agreements, each executive has agreed tokeep confidential all secret or confidential information of Triumph obtained bythe executive over the course of his employment.

 

*Accrued Pay and Regular Retirement Benefits.*    Inaddition to the benefits described above, the executive officers are alsoentitled to certain payments and benefits upon termination of employment thatare provided on a non-discriminatory basis to salaried employees generally upontermination of employment. These include:

 

·                                          accrued salaryand vacation pay;

 

·                                          life insurancebenefits; and

 

·                                          distributionsof plan balances under Triumph’s 401(k) plan.

 

Similarly,except as described above, upon termination of employment, an executive officer’soptions and restricted stock awards are subject to the terms applicable to allrecipients of such awards under Triumph’s applicable plans. We are notobligated to provide any special accelerated vesting of executive officers’options or restricted stock awards.

 

Otherthan items described above, payments and benefits provided on anon-discriminatory basis to salaried employees generally and the change ofcontrol context, discussed below, the compensation and management developmentcommittee or the Board may authorize additional severance benefits, althoughthey are not obligated to do so.

 

*Compensationof Directors*

 

Directorswho are also employees do not receive additional compensation for serving asdirectors. Under our current non-employee director compensation policy, eachdirector who is not our employee receives an annual retainer fee of $30,000. Inaddition, the chair of the audit committee receives an annual retainer fee of$4,000, each of the chairs of the compensation and management developmentcommittee and the nominating and corporate governance committee receives anannual retainer fee of $2,000 and the lead director receives an annual retainerfee of $2,000. Non-employee directors also receive meeting fees of $1,500 forin-person board meetings, $1,000 for in-person committee meetings and $500 fortelephonic meetings. Non-employee directors also annually receive anequity-based grant with a grant date value of approximately $40,000. Under theAmended and Restated Directors’ Stock Incentive Plan, non-employee directorscan be granted options to purchase shares of our common stock, common stockawards and/or deferred stock units. All directors are reimbursed for reasonableout-of-pocket expenses incurred in attending meetings of the Board or itscommittees.

 

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SummaryDirector Compensation Table

 

Thefollowing table summarizes compensation we paid to non-employee directors fortheir service during fiscal 2010.

 
| **Name**            | ** ** | **Fees Earned  or Paid in  Cash ($)** | ** ** | **Stock Awards  ($)(1)** | ** ** | **Option Awards  ($)(1)** | ** ** | **Total ($)** | ** ** |
|---------------------|------------|---------------------------------------|------------|--------------------------|------------|---------------------------|------------|---------------|------------|
| Paul Bourgon        |       | 48,000                                |       | 32,233                   |       | —                    |       | 80,233        |       |
| Richard C. Gozon    |       | 52,500                                |       | 39,559                   |       | —                    |       | 92,059        |       |
| Claude F. Kronk     |       | 47,000                                |       | 39,559                   |       | —                    |       | 86,559        |       |
| Joseph M. Silvestri |       | 50,000                                |       | 32,233                   |       | —                    |       | 82,233        |       |
| George Simpson      |       | 53,000                                |       | 39,559                   |       | —                    |       | 92,559        |       |

 

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(1)                                 The “Stock Awards” and “OptionAwards” columns reflect the grant date fair value for all stock or optionawards granted under the Amended and Restated Directors’ Stock Incentive Planduring fiscal 2010.  These amounts aredetermined in accordance with Accounting Standards Codification 718 (previouslyknown as Statement of Financial Accounting Standards No. 123(R)) (FAS123R), without regard to any estimate of forfeiture for service vesting.  Assumptions used in the calculation of theamounts in these columns are included in a footnote to the Company’s auditedfinancial statements for the fiscal year ended March 31, 2010, included inthe Company’s Annual Report on Form 10-K.

 

RiskOversight Generally

 

OurBoard of Directors is responsible for consideration and oversight of risksfacing Triumph.  Acting as a whole andthrough its standing committees, the Board is responsible for ensuring thatmaterial risks are identified and managed appropriately.  The Board and its committees regularly reviewmaterial strategic, operational, financial, compensation and compliance riskswith senior management.  In addition tosuch ongoing supervision, the Board has followed a practice of annuallyassessing the Company’s strategic risks and opportunities as part of anextended Board meeting.  The AuditCommittee performs a central oversight role with respect to financial andcompliance risks, and meets independently, outside the presence and without theparticipation of senior management, with our Director of Internal Audit and ourindependent accountants in conjunction with each regularly scheduled Boardmeeting.  All other independent directorsare welcome to attend such meetings, and generally do if available.  The Compensation and Management DevelopmentCommittee considers the risk of the Company’s compensation programs inconnection with the design of our compensation programs for senior corporateand Company management.  In addition, theFinance Committee is responsible for assessing risks related to our capitalstructure, significant financial exposures, our risk management and majorinsurance programs and our employee retirement plan policies and performanceand regularly evaluates financial risks associated with such programs.

 

CompensationCommittee Interlocks and Insider Participation

 

Duringthe fiscal year ended March 31, 2010, the compensation and managementdevelopment committee of the Board was composed of Richard C. Gozon, Claude F.Kronk and George Simpson. None of the members of the compensation andmanagement development committee is an officer or employee of us or any of oursubsidiaries, nor has any of them ever been an officer or employee of us or anyof our subsidiaries during the fiscal year ended March 31, 2010. None ofour executive officers served as a member of the compensation committee ofanother entity, one of whose executive officers served as one of our directors.

 

**Report of Compensation and Management Development Committee**

 

Thecompensation and management development committee has reviewed and discussedthe Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management and, based on such review and

 

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discussions,the compensation and management development committee recommended to Triumph’sBoard that the Compensation Discussion and Analysis be included in this AnnualReport on Form 10-K.

 

 
|   | Compensation  and Management Development Committee            |
|--------|---------------------------------------------------------------|
|   |                                                          |
|   | George  Simpson *(Chairman)*Richard C. Gozon  Claude F. Kronk |

 

Thisreport of the compensation and management development committee shall not bedeemed incorporated by reference by any general statement incorporating byreference this Annual Report on Form 10-K into any filing under theSecurities Act of 1933, as amended, or under the Securities Exchange Act of1934, as amended, except to the extent that Triumph specifically incorporatesthis information by reference, shall not otherwise be deemed filed under theSecurities Act of 1933, as amended, and the Securities Exchange Act of 1934, asamended, and shall not be deemed soliciting material.

 

**Item 12.****                                ****SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters**

 

**Security Ownership Of Principal Stockholders And Management**

 

Asof June 30, 2010, the following directors, executive officers, all directorsand executive officers as a group, and 5% beneficial owners, were known to usto be beneficial owners (as defined in regulations issued by the Securities andExchange Commission (the “SEC”)) of the outstanding common stock shown below.

 

Aperson is deemed to be the beneficial owner of securities that can be acquiredby that person within 60 days from June 30, 2010 upon the exercise ofoptions and warrants. Each beneficial owner’s percentage ownership isdetermined by assuming that options and warrants that are held by that person(but not those held by any other person) and that are exercisable within60 days from June 30, 2010 have been exercised.

 

Unlessotherwise indicated, the address of each person identified is c/o 1550 LibertyRidge, Suite 100, Wayne, Pennsylvania 19087.

 

Unlessotherwise noted, we believe that all persons named in the table have solevoting and investment power with respect to all shares of common stockbeneficially owned by them.

 

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Thepercent of total shares outstanding is based upon 24,191,622 outstanding sharesof common stock.

 
| ** **                                                                                                                   | ** ** | **Shares Beneficially Owned** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|
| **Name**                                                                                                                     | ** ** | **Number**                              | ** ** | **Percent of Total  Shares Outstanding** | ** ** |
| Richard C. Ill(1)                                                                                                            |       | 316,037                                 |       | 1.3 | % |
| Jeffry D. Frisby(2)                                                                                                          |       | 28,871                                  |       | * |   |
| M. David Kornblatt(3)                                                                                                        |       | 21,647                                  |       | * |   |
| John B.  Wright, II(4)                                                                                                  |       | 21,750                                  |       | * |   |
| Kevin E. Kindig(5)(6)                                                                                                        |       | 32,282                                  |       | * |   |
| Paul Bourgon                                                                                                                 |       | 700                                     |       | * |   |
| Elmer L. Doty                                                                                                                |       | 3,742                                   |       | * |   |
| Ralph E. Eberhart                                                                                                            |       | —                                  |       | * |   |
| Richard C. Gozon(7)                                                                                                          |       | 78,595                                  |       | * |   |
| Claude F. Kronk(8)(9)                                                                                                        |       | 74,467                                  |       | * |   |
| Adam J. Palmer                                                                                                               |       | —                                  |       | * |   |
| Joseph M. Silvestri                                                                                                          |       | 30,900                                  |       | * |   |
| George Simpson(10)                                                                                                           |       | 15,000                                  |       | * |   |
| DBD investors V,  L.L.C.(11)c/o The Carlyle Group1001 Pennsylvania Avenue, N.W.Suite 220 SouthWashington, DC 20004-2505 |       | 5,046,775                               |       | 20.9 | % |
| BlackRock, Inc.(12)40 East 52nd StreetNew York, NY 10022                                                           |       | 1,721,383                               |       | 7.1 | % |
| All executive officers  and directors as a group (13 persons)                                                                |       | 623,991                                 |       | 2.6 | % |

 

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*              Less than one percent.

 

(1)           Mr. Ill currently holds stock options to purchase 91,160 shares ofcommon stock, which options may be exercised in the next 60 days. Theamount shown in the table also includes 13,580 shares of restricted commonstock.

 

(2)           Mr. Frisby currently holds stock options to purchase 17,698 sharesof common stock, which options may be exercised in the next 60 days.  The amount shown in the table also includes6,241 shares of restricted common stock.

 

(3)           Mr. Kornblatt currently holds 16,535 shares of restricted commonstock.

 

(4)           Mr. Wright currently holds stock options to purchase 14,000 sharesof common stock, which options may be exercised in the next 60 days. Theamount shown in the table also includes 4,402 shares of restricted commonstock.

 

(5)           Mr. Kindig currently holds stock options to purchase 10,360 sharesof common stock, which options may be exercised in the next 60 days. Theamount shown in the table also includes 3,571 shares of restricted commonstock.

 

(6)           Mr. Kindig disclaims beneficial ownership of 210 shares of commonstock beneficially owned by his children.

 

(7)           Mr. Gozon currently holds stock options to purchase 5,000 shares ofcommon stock, which options may be exercised in the next 60 days.

 

(8)           Mr. Kronk currently holds stock options to purchase 5,000 shares ofcommon stock, which options may be exercised in the next 60 days.

 

(9)           Mr. Kronk disclaims beneficial ownership of 64,969 shares of commonstock beneficially owned by his child.

 

(10)         Mr. Simpson currently holds stock options to purchase 5,000 sharesof common stock, which options may be exercised in the next 60 days.

 

(11)         Information is based on a Schedule 13D filed by DBD Investors V, L.L.C.,TCG Holdings II, L.P., TC Group Investment Holdings, L.P., TC Group III, L.L.C,TC Group III, L.P., Carlyle Partners III, L.P., CP III Coinvestment, L.P., TCGHoldings, L.L.C., TC Group, L.L.C., TC Group II, L.L.C., Carlyle Partners II,L.P., Carlyle International Partners II, L.P., State Board of Administration ofFlorida, Carlyle-Aerostructures Partners, L.P., CHYP Holdings, L.L.C., Carlyle-AerostructuresPartners II, L.P., C/S International Partners, Carlyle-AerostructuresInternational Partners, L.P., Carlyle-Contour Partners, L.P., Carlyle SBCPartners II, L.P., Carlyle International Partners III, L.P.,Carlyle-Aerostructures Management, L.P., Carlyle-Contour InternationalPartners, L.P., and Carlyle Investment Group, L.P. on June 28, 2010.  The Schedule 13D reports that on June 16,2010, (a) DBD Investors V, L.L.C. had shared voting power and shareddispositive power over 5,046,775 shares, (b) TCG Holdings II, L.P. hadshared voting power and shared dispositive power over 5,046,775 shares, (c) TCGroup Investment Holdings, L.P. had shared voting power and shared dispositivepower over 5,046,775 shares, (d) TC Group III, L.L.C. had shared votingpower and shared dispositive power over 5,046,775 shares, (e) TC GroupIII, L.P. had shared voting power and shared dispositive power over 5,046,775shares, (f) Carlyle Partners III, L.P. had shared voting power and shareddispositive power over 4,896,850 shares, (g) CP III Coinvestment, L.P. hadshared voting power and shared dispositive power over 149,925 shares, (h) TCGHoldings, L.L.C. had shared voting power and shared dispositive power over2,286,283 shares, (i) TC Group, L.L.C. had shared voting power and shareddispositive power over 2,286,283 shares, (j) TC Group II, L.L.C. hadshared voting power and shared dispositive power over 1,359,785 shares, (k) CarlylePartners II, L.P. had shared voting power and shared dispositive power over640,494 shares, (l) Carlyle International Partners II, L.P. had sharedvoting power and shared dispositive power over 539,452 shares, (m) StateBoard of Administration of Florida had shared voting power and shareddispositive power over 248,846 shares, (n) Carlyle-AerostructuresPartners, L.P. had shared voting power and shared dispositive power over199,994 shares, (o) CHYP Holdings, L.L.C. had shared voting power andshared dispositive power over 181,827 shares, (p) Carlyle-AerostructuresPartners II, L.P. had shared voting power and shared dispositive power over153,193 shares, (q) C/S/ International Partners had shared voting powerand shared dispositive power over 121,633 shares, (r) Carlyle-AerostructuresInternational Partners, L.P. had shared voting power and shared dispositivepower over 79,395 shares, (s) Carylyle-Contour Partners, L.P. had sharedvoting power and shared dispositive power over 34,765 shares, (t) CarlyleSBC Partners II, L.P. had shared voting power and shared dispositive power over29,193 shares, (u) Carlyle International Partners III, L.P. had sharedvoting power and shared dispositive power over 29,013 shares, (v) Carlyle-AerostructuresManagement L.P. had shared voting power and 

 

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shared dispositive power over 19,859 shares, (w) Carlyle-ContourInternational Partners, L.P. had shared voting power and shared dispositivepower over 8,001 shares, and (x) Carlyle Investment Group, L.P. had sharedvoting power and shared dispositive power over 621 shares.  The address of DBD investors V, L.L.C. is c/oThe Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington,D.C. 20004-2505.

 

(12)         Information is based on a Schedule 13G/A filed by BlackRock, Inc.on April 9, 2010.  The Schedule 13G/Areports that on March 31, 2010, BlackRock, Inc. had sole voting powerand sole dispositive power over 1,721,383 shares.  The address of BlackRock, Inc., is 40East 52nd Street, New York, NY 10022.

 

**Equity Compensation Plan Information**

 

Thefollowing table summarizes certain information with respect to our compensationplans and individual compensation arrangements under which our equitysecurities have been authorized for issuance as of the fiscal year endedMarch 31, 2010:

 

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| **Plan category**                                      | ** ** | **Number of securities to be  issued upon exercise of  outstanding options,  warrants and rights** | ** ** | **Weighted-average exercise  price of outstanding  options, warrants  and rights** | ** ** | **Number of securities  remaining available for  future issuance under  equity compensation plans  (excluding securities  reflected in column (a))** | ** ** |
|-------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                  | ** ** | **(a)**                                                                                                                                              | ** ** | **(b)**                                                                                                     | ** ** | **(c)**                                                                                                                                                                                                          | ** ** |
| Equity compensation  plans approved by security holders     |       | 250,438                                                                                                                                              |       | $                                                                                                           | 36.24      |                                                                                                                                                                                                             | 1,322,011  |   |
| Equity compensation  plans not approved by security holders |       | —                                                                                                                                               |       | —                                                                                                      |       | —                                                                                                                                                                                                           |       |
|                                                        |       |                                                                                                                                                 |       |                                                                                                        |       |                                                                                                                                                                                                             |       |
| Total                                                       |       | 250,438                                                                                                                                              |       | $                                                                                                           | 36.24      |                                                                                                                                                                                                             | 1,322,011  |   |

 

**Item 13.****                                ****CertainRelationships and Related Transactions, and Director Independence**

 

*Reviewand Approval of Transactions with Related Persons*

 

Ourpolicy for the Review, Approval or Ratification of Transactions with RelatedPersons, which is in writing, requires approval or ratification by our Board ofDirectors for any transaction in which the amount involved exceeds $120,000,Triumph or one of its subsidiaries is a participant and any related person hasa direct or indirect material interest (the “Policy”). The Policy and Triumph’sCode of Business Conduct establish procedures for reporting of potentialrelated party transactions under the policy and potential conflicts ofinterest. Triumph’s legal department determines whether reported transactionsconstitute a related party transaction requiring pre-approval.

 

ThePolicy provides that the Board may delegate review of a related partytransaction to the nominating and corporate governance committee (or anotherstanding or ad hoc committee). In addition, if it is impractical to wait untilthe next Board or committee meeting to obtain approval of a related partytransaction, the chair of the nominating and corporate governance committee mayapprove the transaction, provided that he reports such approval at the nextregularly scheduled Board meeting. If the transaction at issue relates to amember of the Board, that member may not participate in the review of suchtransaction.

 

IfTriumph becomes aware of a related party transaction that was not pre-approvedunder the Policy, then the Board will review the matter and evaluate itsoptions (including ratification, revision and termination of the transaction atissue).

 

*RelatedParty Transactions*

 

Wehave a commercial relationship with Wesco Aircraft Hardware Corp. (“Wesco”), adistributor of aerospace hardware and provider of inventory management servicesunder which Wesco provides aerospace hardware to us pursuant to long-termcontracts.  The Carlyle Group owns amajority stake in Wesco, and is our largest shareholder by virtue of ouracquisition of Vought in June 2010.  AdamJ. Palmer, one of our Directors, is a Partner of the Carlyle Group and adirector of Wesco.  Wesco was asignificant vendor to Vought prior to our acquisition and is expected tocontinue to be a vendor to the Company.

 

Otherthan as described above, Triumph is not aware of any transaction sinceApril 1, 2009, or any currently proposed transaction, in which Triumph wasor is to be a participant and the amount involved exceeds $120,000, and inwhich any related party has or will have a direct or indirect materialinterest.

 

*DirectorIndependence*

 

TheBoard has determined that Messrs. Bourgon, Eberhart, Gozon, Kronk, Palmer,Silvestri and Simpson are all independent as independence is defined in thelisting standards of the New York Stock Exchange and in our IndependenceStandards for Directors, which are posted on our website at *www.triumphgroup.com*.

 

**Item 14.****                                ****PrincipalAccountant Fees and Services**

 

Ernst &Young LLP has served as our independent registered public accounting firmsince 1993. All audit and non-audit services provided by Ernst &Young LLP are approved by the audit committee. Ernst &Young LLP has advised us that it has no direct or material indirectinterest in us or our affiliates.

 

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*Fees toIndependent Registered Public Accounting Firm for Fiscal Years 2010 and 2009*

 

AuditFees

 

Ernst &Young LLP’s fees associated with the annual audit of financial statements,the audit of internal control of financial reporting, the reviews of Triumph’squarterly reports on Form 10-Q, assistance with and review of documentsfiled with the SEC, issuance of consents, and accounting consultations for thefiscal years ended March 31, 2010 and March 31, 2009 were $1,400,000and $1,545,000, respectively.

 

Audit-RelatedFees

 

Ernst &Young LLP’s fees for the fiscal years ended March 31, 2010 andMarch 31, 2009 for assurance and related services that were reasonablyrelated to the performance of the audits of our financial statements were $562,297and $228,774, respectively. These services consisted primarily of statutory audits.

 

TaxFees

 

Ernst &Young LLP’s fees for the fiscal years ended March 31, 2010 andMarch 31, 2009 for tax compliance, tax advice and tax planning were $53,851and $13,520, respectively. These services consisted primarily of review of theCompany’s U.S. Federal income tax return Form 1120, assistance with theCompany’s adoption of [FIN48] [update to codification], consultation regardingthe R&D tax credit and assistance regarding a change in the Company’s taxaccounting method.

 

AllOther Fees

 

Ernst &Young LLP did not perform any professional services other than thosedescribed above in the fiscal years ended March 31, 2010 andMarch 31, 2009.

 

*AuditCommittee Pre-Approval Policy*

 

Theaudit committee pre-approved the engagement of Ernst & Young LLPto render all of the audit and the permitted non-audit services describedabove. Our audit committee has determined that Ernst & Young LLP’srendering of all other non-audit services is compatible with maintainingauditor independence. The audit committee has delegated to its chair or, if heis unavailable, any other member of the audit committee, the right topre-approve all audit services, between regularly scheduled meetings, subjectto presentation to the full audit committee at its next meeting.

 

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**PART IV**

 

**Item 15.****                                ****Exhibits,Financial Statement Schedules**

 

(b)           Exhibits.

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                      |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1*               |       | Principal  Executive Officer Certification Required by Rule 13a-14(a) or  Rule 15d-14(a) under the Securities Exchange Act of 1934, as  amended. |
| 31.2*               |       | Principal  Financial Officer Certification Required by Rule 13a-14(a) or  Rule 15d-14(a) under the Securities Exchange Act of 1934, as  amended. |

 

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*              Filed herewith.

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, as amended, the Registrant has duly caused this report to besigned by the undersigned, thereunto duly authorized.

 
|                       | TRIUMPH  GROUP, INC. |
|----------------------------|---------------------------|
|                       |                      |   |
|                       |                      |   |
| Dated:  July 29, 2010 | By:                       | /s/  RICHARD C. ILL |
|                       |                      | Richard  C. Ill |
| * *                   | * *                  | *Chairman  and Chief Executive Officer* |
| * *                   | * *                  | *(Principal  Executive Officer)* |

 

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**EXHIBIT INDEX**

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                      |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1*               |       | Principal  Executive Officer Certification Required by Rule 13a-14(a) or  Rule 15d-14(a) under the Securities Exchange Act of 1934, as  amended. |
| 31.2*               |       | Principal  Financial Officer Certification Required by Rule 13a-14(a) or  Rule 15d-14(a) under the Securities Exchange Act of 1934, as  amended. |

 

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*              Filed herewith.

 

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