exv10w11w2w2






Exhibit 10.11.2.2







	 	 	 	 
	Notice of Grant of Stock
 Options

and Incentive Stock Option
 Agreement

	 	 	Trinity Industries, Inc.

     ID: 75-0225040
2525 Stemmons Freeway
Dallas, Texas 75207-2401






	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	[Optionee’s Name]

	 	Option Number:
	 	 	[#]	 
	[Optionee’s Address]

	 	Plan:
	 	 	2004	 
	 

	 	ID:
	 	 	[#]	 
	 
	 	 	 	 	 	 
	 




Effective [grant date], you have been granted an Incentive Stock Option to buy                      shares of
Trinity Industries, Inc. (the Company) stock at $                     per share.



The total option price of the shares granted is $                    .



Shares in each period will become fully vested on the date shown.




	 	 	 	 	 	 	 
	Shares	 	Vest Type	 	Full Vest	 	Expiration
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 




By your signature and the Company’s signature below, you and the Company agree that these options
are granted under this Incentive Stock Option Agreement and are governed by the terms and
conditions of the Company’s 2004 Stock Option and Incentive Plan (the “Plan”) and include the
Trinity Industries, Inc. Incentive Stock Option Terms and Conditions as of December 9, 2008 (the
“Terms”), all of which are incorporated herein and made a part of this document. You also
acknowledge receipt of the Terms, and that you have either received a copy of the Plan or can
obtain a copy at the SEC website (www.sec.gov).



 





	 	 	 
	 
	 
	 

Trinity Industries, Inc.

	 	 

Date
	 
	 
	 
	 	 
	 

[Optionee’s Name]

	 	 

Date






 









 






TRINITY INDUSTRIES, INC.

INCENTIVE STOCK OPTION TERMS

AND CONDITIONS AS OF DECEMBER 9, 2008




     Unless otherwise prescribed by the Human Resources Committee of the Board of Directors of
Trinity Industries, Inc. (the “Committee”), the following Terms and Conditions shall be applicable
to Incentive Stock Option awards by Trinity Industries from and after December 9, 2008 and shall be
incorporated by reference into all Incentive Stock Option Agreements. As used herein, the terms
“this option, the option, option granted herein, or option granted hereunder” mean options granted
from time to time pursuant to a Notice of Grant of Stock Options and Incentive Stock Option
Agreement (“Agreement”) into which these Terms and Conditions are incorporated.



     1. Grant of Option. Subject to the terms and conditions of the Trinity Industries,
Inc. 2004 Stock Option and Incentive Plan (the “2004 Plan”), the Company will grant from time to
time to the Optionee options to purchase from the Company the $1.00 par value Common Stock of the
Company over a period of time. The date of grant, price per share (the “Exercise Price”), total
number of shares subject to option (the “Optioned Shares”), and periods of time during which such
Optioned Shares may be purchased are as set forth in a separate Agreement into which these Terms
and Conditions are incorporated and made a part thereof.



     The options granted hereunder are intended to constitute incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the
“Code”). At any time while the Agreement is in effect, the Optionee may elect to convert any
unexercised incentive stock options awarded hereby into non-qualified stock options, in which event
a Non-Qualified Stock Option Agreement shall be entered into with the same Exercise Price regarding
the unexercised Optioned Shares as provided in the Agreement and with the same terms that would
have been provided in a Non-Qualified Stock Option Agreement had it been entered into on the date
of the Agreement.



     Further, the options granted hereunder are intended to comply with the provisions governing
incentive stock options under the final Treasury Regulations issued on April 17, 2007, in order to
exempt the options from application of Section 409A of the Code.



     2. Manner of Exercising Option.1 The option granted herein shall be
exercised by the Optionee only in the State of Texas at the principal office of the Company by:




(a) Delivering to the Controller of the Company a written notice specifying the number of
Optioned Shares the Optionee then desires to purchase and the date of exercise thereof,
which date shall be at least three (3) days after giving such notice unless an earlier time
shall have been mutually agreed upon, and which





 




			
	1	 	In the event the incentive stock option becomes a
non-qualified stock option as provided in Section 4(c), the Company will
provide to the Optionee a form for the exercise of the option as a
non-qualified option.




 









 











such written notice shall be in substantially the following form and shall be signed by the
Optionee:




“To Trinity Industries, Inc.:




I hereby exercise my option to purchase from Trinity Industries, Inc. (the
“Company”) at Dallas, Texas                      shares of its Common Stock on [exercise
date] in accordance with the Company’s 2004 Stock Option and Incentive Plan and in
accordance with my Incentive Stock Option Agreement dated [the date of the
Agreement] and hereby tender in payment therefore cash and/or stock in the amount
of, and/or with an aggregate value equal to $                    , being $                     per
share.



	 	 	 	 	 
	 	 	 
	 	

 	 
	 	“(Name of Optionee)” 	 
	 	“(Date)” 	 
	 





(b) Tendering the full exercise price of such Optioned Shares either: (1) in cash
(including check, bank draft, or money order); or (2) by the delivery of shares of Common
Stock of the Company already owned by the Optionee; or (3) tendering shares of Common Stock
of the Company owned by the Optionee by delivery of a completed and signed Trinity
Industries, Inc. “Stock Option Exercise Attestation Form”; (4) by providing herewith an
order for a designated broker to sell part or all of the Optioned Shares and deliver
sufficient proceeds to the Company to pay the full exercise price of the Optioned Shares;
or (5) by a combination of items b(1), b(2), b(3) or b(4) above.




(c) Tendering the minimum amount of any statutory federal, state, or local tax required to
be withheld by the Company due to the exercise of an option granted hereunder, which shall
be satisfied, at the election of the Optionee, but subject to the consent of the Committee,
either (1) by payment by the Optionee to the Company of the amount of such withholding
obligation in cash (the “Cash Method”); or (2) through the retention by the Company of a
number of shares of Common Stock out of the Shares being purchased through the exercise of
the option having a Fair Market Value equal to the amount of the minimum withholding
obligation (the “Share Retention Method”). However, any Optionee who is subject to Section
16 of the Securities Exchange Act of 1934 shall satisfy such withholding obligation by the
Share Retention Method, and neither the Company nor the Committee shall have any discretion
to permit the satisfaction of such withholding obligation by any other means.



     Shares of Common Stock of the Company delivered or tendered to exercise the option must be
held for at least six months prior to the date of exercise of the option if the shares were
acquired by previous exercise of a stock option or by vesting of Restricted Stock or Restricted
Stock Units. Shares acquired by methods other than exercise of a



 









 







stock option (e.g. open market purchase, gift, etc.) do not have the six month holding
requirement.



     If the Optionee fails to pay for any of the Optioned Shares specified in the exercise notice
or fails to accept delivery thereof, that portion of the option and right to purchase such Optioned
Shares may be forfeited, in the sole discretion of the Company.



     As soon as practicable after such exercise of the option in whole or in part by the Optionee,
the Company will issue, in certificated or book entry form, as the Company may determine, the
number of shares with respect to which the option shall be so exercised minus the number of shares
to be withheld, if any, issued in the Optionee’s name. Each purchase of stock hereunder shall be a
separate and divisible transaction and a complete contract in and of itself.



     3. Restrictions on Exercise. The option may be exercised in whole or in part, but
only with respect to full shares of Common Stock, and no fractional share of Common Stock shall be
issued.



     4. Compliance with Securities and Other Laws. The Company shall not be required to
sell or issue shares of Common Stock under option if the issuance thereof would constitute a
violation by either the Optionee or the Company of any provision of any law or regulation of any
governmental authority or any national securities exchange. As a condition of any sale or issuance
of the shares of Common Stock under option, the Company may place legends on shares, issue stop
transfer orders and require such agreements or undertakings from the Optionee as the Company may
deem necessary or advisable to assure compliance with any such law or regulation, including, if the
Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is
acquiring the shares of Common Stock solely for investment and not with a view to distribution and
that no distribution of such shares acquired by the Optionee will be made unless registered
pursuant to applicable federal and state securities laws, or in the opinion of counsel of the
Company, such registration is unnecessary.



     5. Early Termination of Option. Unless otherwise determined by the Committee and
subject to the provisions of Section 8 hereof, in the event that the Optionee ceases to be a
director or employee of the Company or an Affiliate of the Company for any reason, this option
shall terminate completely as to all shares with respect to which the Optionee was not entitled,
under the terms hereof, to purchase at the date of such cessation of service. However, to the
extent that this option could have been exercised at the date of cessation of service and the
Optionee could have purchased shares, under the terms hereof, at the date of such cessation of
service, then this option shall continue with respect to those shares which the Optionee could have
purchased and had not purchased, under the terms hereof, at the date of such cessation of service
only to the extent set forth below.




(a) Unless otherwise determined by the Committee, if the Optionee ceases to be a director
or employee of the Company or an Affiliate by reason of the fact that the Optionee is
discharged for cause, as determined solely and exclusively by the



 









 







Committee, all rights of the Optionee to exercise an option shall terminate, lapse, and be
forfeited at the time of the Optionee’s discharge for cause.




(b) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to
be a director or employee of the Company or an Affiliate by reason of the Optionee’s
resignation, all rights of the Optionee to exercise an option shall terminate, lapse, and
be forfeited ten (10) days after the date of the Optionee’s resignation; except that in
case the Optionee shall die within ten (10) days after the date of resignation, the
personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate,
shall have the right up thirty-six (36) months from such cessation of service to exercise
any such option to the extent that the option was exercisable prior to death and had not
been so exercised.




(c) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to
be a director or employee of the Company or an Affiliate by reason of the Optionee’s
Retirement, (i) all rights of the Optionee to exercise this option shall terminate, lapse,
and be forfeited three (3) months after the date of the Optionee’s Retirement; except that
in case the Optionee shall die within three (3) months after the date of Retirement, the
personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate,
shall have the right up to thirty-six (36) months from such cessation of service to
exercise any such option to the extent that the option was exercisable prior to death and
had not been so exercised.




(d) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to
be a director or employee of the Company or an Affiliate by reason of the Optionee’s
Disability, all rights of the Optionee to exercise an option shall terminate, lapse, and be
forfeited twelve (12) months after the date that the Optionee ceased to be a director or
employee of the Company or an Affiliate; except that in case the Optionee shall die within
twelve (12) months after the Optionee ceases to be a director or employee pursuant to the
provisions of this paragraph (d), the personal representatives, heirs, legatees, or
distributees of the Optionee, as appropriate, shall have the right up to thirty-six (36)
months from such cessation of service to exercise any such option to the extent that the
option was exercisable prior to death and had not been so exercised.




(e) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to
be a director or employee of the Company or an Affiliate by reason of death, the personal
representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall
have the right up to thirty-six (36) months from such cessation of service to exercise any
such option to the extent that the option was exercisable prior to death and had not been
so exercised.




(f) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to
be a director or employee of the Company or an Affiliate for any reason other than
discharge for cause, resignation, Retirement, Disability, or death, all rights of the
Optionee to exercise an option shall terminate, lapse, and



 









 







be forfeited three (3) months after the date that the Optionee ceased to be a director or
employee of the Company or an Affiliate; except that in case the Optionee shall die within
three (3) months after the Optionee ceases to be a director or employee pursuant to the
provisions of this paragraph (f), the personal representatives, heirs, legatees, or
distributees of the Optionee, as appropriate, shall have the right up to thirty-six (36)
months from such cessation of service to exercise any such option to the extent that the
option was exercisable prior to death and had not been so exercised.




(g) Despite the provisions of paragraphs (b), (c), (d), (e), and (f) of this Section 5, no
option shall be exercisable under any condition after the date which is ten (10) years from
the date of grant specified in the Agreement.



     For purposes hereof, the terms “Disability” and “Retirement” shall have the meaning set forth
in the 2004 Plan, as may be amended from time to time. For purposes hereof, the term “Change in
Control” shall not have the meaning set forth in the 2004 Plan, as may be amended from time to
time, but rather, a “Change in Control” of the Company shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall have occurred:




     (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power of the
Company’s then-outstanding securities, unless the transaction resulting in a Person
becoming the Beneficial Owner of 30% or more of the combined voting power of the Company’s
then-outstanding securities is approved in advance by the Company’s Board of Directors
(sometimes hereafter referred to as the “Board”), excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in clause (A) of paragraph
(iii) below; or




     (ii) the following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on September 9, 2008, constitute the
Board and any new director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company’s
stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors on September 9, 2008 or whose
appointment, election or nomination for election was previously so approved or recommended;
or




     (iii) there is consummated a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted



 









 







into voting securities of the surviving entity or any parent thereof) at least 60% of
the combined voting power of the securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or consolidation, or (B) a merger
or consolidation effected to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the securities Beneficially Owned by such
Person any securities acquired directly from the Company or its Affiliates other than in
connection with the acquisition by the Company or its Affiliates of a business)
representing 30% or more of the combined voting power of the Company’s then outstanding
securities; or




     (iv) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company, or a sale or disposition (whether by reorganization, merger,
consolidation, split-up, spin-off, split-off, combination, subdivision, or other similar
corporate transaction or event) by the Company of all or substantially all of the Company’s
assets (in one transaction or a series of transactions within any period of 24 consecutive
months) other than a sale or disposition by the Company of all or substantially all of the
Company’s assets to an entity, at least 60% of the combined voting power of the voting
securities of which are owned by stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such sale. However, a
sale or disposition by the Company of all or substantially all of the Company’s assets to
an entity (or two or more entities in one transaction or a series of transactions within
any period of 24 consecutive months), at least 60% of the combined voting power of the
voting securities of which are owned by stockholders of the Company in substantially the
same proportions as their ownership of the Company immediately prior to such sale or
disposition shall be considered a Change in Control of the Company for purposes hereof if
the Optionee is not offered employment with such entity (or one of such entities) on terms
comparable to those applicable to the Optionee immediately prior to such an event. The
sale or disposition of a subsidiary or a division of the Company, or certain assets of the
Company (or of a subsidiary of the Company), shall not be a Change in Control unless any
such transaction or series of related transactions results in a sale or disposition by the
Company of all or substantially all of the Company’s assets as provided in subparagraph
(iv) above.




     For purposes hereof:




     “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section
12 of the Exchange Act.




     “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange
Act.




     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.



 









 






     “Person” shall have the meaning given in Section 3(a) (9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of its Affiliates,
(iii) an underwriter temporarily holding securities pursuant to an offering of such
securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the Company.



     6. Nontransferability of Option. Except as provided in the 2004 Plan, this option
shall not be transferable other than by will or the laws of descent and distribution (and such
transferee shall have all of the rights of the Optionee), and this option may be exercised, during
the lifetime of the Optionee, only by the Optionee or in the case of the Optionee’s Disability, the
Optionee’s guardian. Any attempted assignment, transfer, pledge, hypothecation, or other
disposition of this option contrary to the provisions hereof, or the levy of any execution,
attachment, or similar process upon this option shall be null and void and without effect.



     7. Adjustments upon Changes in Capitalization. The Committee may make adjustments in
the number of shares subject to option for any subdivision or consolidation of shares of Common
Stock of the Company as provided in the 2004 Plan.



     Except as expressly provided in the 2004 Plan and in Section 8 hereof, Optionee shall have no
rights by reason of any subdivision or consolidation of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of stock of any class or
by reason of any dissolution, liquidation, reorganization, merger, or consolidation, or spin-off of
assets or stock of another corporation, and any issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of Optioned Shares or the
Exercise Price.



     The granting of this option shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations, or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate, or sell, or transfer all or any
part of its business or assets.



     8. Vesting of Option.




(a) The option granted hereunder may only be exercised to the extent that the Optionee is
vested in such option. The Optionee shall vest in the option granted hereunder in
accordance with the schedule specified in the Agreement. This option vesting schedule will
be accelerated as provided in the 2004 Plan or in the event the provisions of paragraphs
(b) or (c) of this Section 8 apply, and may be accelerated at the discretion of the
Committee in accordance with the 2004 Plan.




(b) If the Optionee ceases to be a director or employee of the Company or an Affiliate by
reason of death, Disability, or Retirement, or in the event of a Change



 









 







in Control of the Company, the Optionee or the personal representatives, heirs, legatees,
or distributees of the Optionee, as appropriate, shall become fully vested in the option
granted hereunder and shall have the immediate right to exercise such option to the extent
not previously exercised.




(c) In the event of the dissolution or liquidation of the Company, the option granted
hereunder shall terminate as of a date to be fixed by the Board of Directors, provided that
not less than thirty (30) days’ written notice of the date so fixed shall be given to the
Optionee and the Optionee shall have the right during such period to exercise the option
even though the option would not otherwise be exercisable under the option vesting
schedule. At the end of such period, any unexercised option shall terminate and be of no
further effect.



     9. No Rights of a Stockholder or of Continued Employment or of Grant of Additional
Options. Optionee shall not have any of the rights of a stockholder of the Company with
respect to the Optioned Shares except to the extent that one or more certificates for Optioned
Shares shall have been delivered to Optionee, or Optionee has been determined to be a stockholder
of record by the Company’s Transfer Agent, upon due exercise of the option. Further, nothing herein
shall confer upon Optionee any right to remain in the employ or continue as a director of the
Company or one of its Affiliates, and nothing herein shall be construed in any manner to interfere
in any way with the right of the Company or its Affiliates to terminate the Optionee’s employment
or directorship at any time. Further, nothing herein shall confer upon Optionee any right to
receive any future grants of options.



     10. Substitution for Stock Appreciation Rights. As provided in the 2004 Plan, the
Committee, at any time when the Company is subject to fair value accounting for equity-based
compensation granted to its employees and/or directors, shall have the right to substitute Stock
Appreciation Rights for outstanding Options granted to Optionee, provided the substituted Stock
Appreciation Rights call for settlement by the issuance of Shares, and the terms and conditions of
the substituted Stock Appreciation Rights are equivalent to the terms and conditions of the Options
being replaced, as determined by the Committee.


     11. Interpretation by the Committee. The administration of the 2004 Plan has been vested
in the Committee, and all questions of interpretation and application of these Terms and Conditions
and the Agreement shall be subject to the determination by a majority of such Committee members,
which determination shall be final and binding on Optionee. The Optionee acknowledges that he or
she has either received a copy of the Plan or can obtain a copy at the SEC website (www.sec.gov),
and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
this option subject to all the terms and provisions thereof. The Optionee agrees to accept as
binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as
appropriate, upon questions arising under the 2004 Plan, these Terms and Conditions and the
Agreement.




 









 








     12. Confidentiality. The option granted hereunder is to be treated as STRICTLY
CONFIDENTIAL. An Optionee who shares information regarding the option granted hereunder with other
employees or outside persons, other than as required to comply with applicable laws or as necessary
to manage his or her personal finances, is subject to the option granted hereunder being forfeited
upon a determination by the Committee that the Optionee has violated this Section.



     13. Policy for Repayment on Restatement of Financial Statements. The option granted
hereunder is subject to cancellation upon a determination by the Committee pursuant to the Policy
for Repayment on Restatement of Financial Statements in effect at the time of such determination,
which Policy is incorporated herein by reference.



     14. Option Subject to Stock Option Plan. In case of any conflict between these Terms
and Conditions, the Agreement, and the 2004 Plan, the terms, conditions and provisions of the 2004
Plan shall be controlling.



     15. Incentive Stock Option. Subject to the provisions of the 2004 Plan, this option
is intended to be an incentive stock option. To the extent the number of Optioned Shares exceeds
the limit set forth in Section 7(a) of the 2004 Plan, such Optioned Shares shall be deemed granted
pursuant to a Non-Qualified Stock Option Agreement. Unless otherwise indicated by the Optionee in
the notice of exercise pursuant to Section 2, upon any exercise of this option, the number of
exercised Optioned Shares that shall be deemed to be exercised pursuant to an incentive stock
option shall equal the total number of Optioned Shares so exercised multiplied by a fraction, (i)
the numerator of which is the number of unexercised Optioned Shares that could then be exercised
pursuant to an incentive stock option, and (ii) the denominator of which is the then total number
of unexercised Optioned Shares.



     16. Disqualifying Disposition. In the event that Common Stock acquired upon exercise
of this option is disposed of by the Optionee in a “Disqualifying Disposition,” such Optionee shall
notify the Company in writing within thirty (30) days after such disposition of the date and terms
of such disposition. For purposes hereof, “Disqualifying Disposition” shall mean a disposition of
Common Stock that is acquired upon the exercise of this option (and that is not deemed granted
pursuant to a non-qualified stock option under Section 14) prior to the expiration of either two
years from the date of grant of this option or one year from the transfer of shares to the Optionee
pursuant to the exercise of this option.



     17. Specific Performance. Remedies at law will be inadequate remedies for breach of
these Terms and Conditions and the Agreement, and consequently these Terms and Conditions and the
Agreement shall be enforceable by specific performance. The remedy of specific performance shall
be cumulative of all of the right and remedies at law or in equity of the parties with respect to
the option granted hereunder.



     18. Law Governing. These Terms and Conditions and the Agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Texas



 









 







(excluding any conflict of laws rule or principle of Texas law that might refer the
governance, construction, or interpretation of these Terms and Conditions and the Agreement to the
laws of another state).



     19. Legal Construction. In the event that any one or more of the terms, provisions,
or agreements that are contained in these Terms and Conditions or the Agreement shall be held by a
court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any
reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any
other term, provision, or agreement that is contained in these Terms and Conditions or the
Agreement and these Terms and Conditions and the Agreement shall be construed in all respects as if
the invalid, illegal, or unenforceable term, provision, or agreement had never been contained
herein.



     20. Covenants and Agreements as Independent Agreements. Each of the covenants and
agreements that is set forth in these Terms and Conditions and the Agreement shall be construed as
a covenant and agreement independent of any other provision of these Terms and Conditions and the
Agreement. The existence of any claim or cause of action of the Optionee against the Company,
whether predicated on these Terms and Conditions or otherwise, shall not constitute a defense to
the enforcement by the Company of the covenants and agreements that are set forth in these Terms
and Conditions.



     21. Entire Agreement. These Terms and Conditions together with the Agreement and the
2004 Plan supersede any and all other prior understandings and agreements, either oral or in
writing, between the parties with respect to the subject matter hereof and constitute the sole and
only agreements between the parties with respect to the said subject matter. All prior
negotiations and agreements between the parties with respect to the subject matter hereof are
merged into these Terms and Conditions and the Agreement. The Optionee and the Company acknowledge
that no representations, inducements, promises, or agreements, orally or otherwise, have been made
by any party or by anyone acting on behalf of any party, which are not embodied in these Terms and
Conditions, the Agreement, or the 2004 Plan and that any agreement, statement or promise that is
not contained in these Terms and Conditions, the Agreement, or the 2004 Plan shall not be valid or
binding or of any force or effect.



     22. Parties Bound. The terms, provisions, and agreements that are contained in these
Terms and Conditions and the Agreement shall apply to, be binding upon, and inure to the benefit of
the parties and their respective heirs, executors, administrators, legal representatives, and
permitted successors and assigns, subject to the limitation on assignment expressly set forth
herein.



     23. Modification. The Company may amend the 2004 Plan or revoke this option to the
extent permitted by the 2004 Plan. Furthermore, the Company may change or modify these Terms and
Conditions without the Optionee’s consent or signature if the Company determines, in its sole
discretion, that such change or modification is necessary



 









 







for purposes of compliance with or exemption from the requirements of Section 409A of the Code
or any regulations or other guidance issued thereunder.



     24. Headings. The headings that are used in these Terms and Conditions are used for
reference and convenience purposes only and do not constitute substantive matters to be considered
in construing the terms and provisions of these Terms and Conditions.



     25. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered only when actually received by the Company or by the Optionee, as the case
may be, at the addresses set forth below, or at such other addresses as they have theretofore
specified by written notice delivered in accordance herewith:




a. Notice to the Company shall be addressed and delivered as follows:


Trinity Industries, Inc.

2525 Stemmons Freeway

Dallas, TX 75207

Attn: Chief Executive Officer

Facsimile: 214-589-8824





b. Notice to the Optionee shall be addressed and delivered to
the address on record with the Company’s Human Resources department.



     26. Tax Requirements. The Optionee is hereby advised to consult immediately with his
or her own tax advisor regarding the tax consequences of this option, including, without
limitation, potential tax consequences to the Optionee under Section 409A of the Code.