Exhibit
10.1


Description
of the Triumph Group, Inc. Annual Cash Bonus Plan


The Triumph
Group, Inc. (“Triumph”) annual cash bonus plan provides for cash bonuses
payable upon the attainment of pre-established performance goals.  The annual cash bonus plan will enable
Triumph to claim tax deductions for all bonuses payable under the annual cash
bonus plan, including bonuses for the 2008 fiscal year and bonuses for fiscal
years through 2012.  Without such annual
cash bonus plan, Section 162(m) of the Internal Revenue Code of 1986, as
amended, would preclude Triumph from taking a deduction for bonuses under the
annual cash bonus plan paid to the Chief Executive Officer and its three most
highly paid executive officers (not including the principal financial officer),
to the extent each officer’s compensation that is subject to Section 162(m)
exceeds $1 million.  The unavailability
of this deduction would cause Triumph to pay higher Federal income taxes.


Administration.  The Triumph annual cash bonus plan is administered
by the compensation and management development committee of Triumph’s Board of
Directors. All of the members the compensation and management development
committee satisfy the independence requirements of the listing standards of the
New York Stock Exchange and Triumph’s Independence Standards and meet the
definitions of “non-employee director” under Rule 16b-3 of the Securities
Exchange Act of 1934 and “outside director” for purposes of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the “Code”).  The compensation and management development
committee has the right to terminate or amend the annual cash bonus plan,
without stockholder approval, at any time and for any reason.


The employees
whose compensation under the annual cash bonus plan would be subject to the
performance goals would be all of Triumph’s executive officers.  Employees eligible to participate in annual
cash bonus plan include Triumph’s Chief Executive Officer, Triumph’s other
executive officers, and other key officers of Triumph. Triumph’s directors who
are not also salaried employees of us are not eligible to participate in the
annual cash bonus plan.


Incentive
Awards.  The
compensation and management development committee will determine the terms of
each incentive award made to executive officers under the annual cash bonus
plan. The committee will set a range of corporate performance goals for
specified performance periods within the deadlines required by the regulations
under Section 162(m).  Performance is measured
over Triumph’s fiscal year which ends March 31. 
The payment, if any, due an executive officer pursuant to the annual
cash bonus plan depends on the extent to which Triumph have achieved the
corporate performance goals determined by the committee.  The payment may be in cash or in shares of
Triumph common stock, under Triumph’s equity-based incentive compensation
plans.  No payment under the annual cash
bonus plan to any one executive officer in any fiscal year shall exceed $3.0
million.


Performance
Goals.  The
compensation and management development committee utilizes objective criteria
to establish corporate performance goals for purposes of establishing awards
under the plan.  Incentive plan awards
may be based on any combination of earnings per share on a fully diluted basis,
operating income, earnings before interest, taxes, depreciation and
amortization (EBITDA), return on net assets, working capital, sales growth
and/or internal rate of return on capital expenditures, but the compensation
and management development committee intends to use earnings per share on a
fully diluted basis as the principal performance goal.  The compensation and management development
committee believes that earnings per share is a fair measure of performance
that also focuses Triumph’s executives on the measure of perhaps greatest
significance to Triumph’s stockholders, thus aligning Triumph’s executives’
interests with those of Triumph’s stockholders.


Actual
performance goals may reflect absolute corporate or division or subsidiary
performance or a relative comparison of Triumph’s performance to the
performance of peer group 













companies or
other external measure of the selected performance goals.  A performance goal may include or exclude
items that measure specific objectives, such as the cumulative effect of
changes in generally accepted accounting principles, losses resulting from
discontinued operations, securities gains and losses, restructuring,
merger-related and other nonrecurring costs, amortization of goodwill and other
intangible assets, extraordinary gains or losses and any unusual, nonrecurring
gain or loss that is separately quantified in Triumph’s financial
statements.  Performance goals expressed
on a per-share basis shall, in case of a recapitalization, stock dividend,
stock split or reverse stock split affecting the number of outstanding shares,
be mathematically adjusted by the compensation and management development
committee so that the change in outstanding shares does not cause a substantive
change in the applicable performance goal. 
The compensation and management development committee may adjust
performance goals for any other objective events or occurrences which occur
during a performance period, including, but not limited to, changes in applicable
tax laws or accounting principles.