exv10w24



 






EXHIBIT 10.24




RETIREMENT TRANSITION AGREEMENT




     This RETIREMENT TRANSITION AGREEMENT (hereinafter “this Agreement”) is entered into by
and between Trinity Industries, Inc., a Delaware corporation (hereinafter “Trinity”), and John L.
Adams (hereinafter “Adams”), effective this 14th day of December 2004. Trinity and Adams
are collectively hereinafter referred to as “the Parties.”



RECITALS




     WHEREAS, during late 2003, Adams notified Trinity of his intent to begin a gradual transition
towards a 2009 retirement;



     WHEREAS, as part of Trinity’s longstanding succession plan, the Parties agreed to begin Adams’
phased retirement transition on January 1, 2005;



     WHEREAS, on July 1, 2005, Adams will relinquish his position as Executive Vice President and
assume a non-executive role as Vice Chairman, reporting to Trinity’s Chief Executive Officer;



     WHEREAS, Trinity recognizes Adams has certain knowledge, skills and business acumen that will
be beneficial for a variety of special projects, business development and investment community
communication;



     WHEREAS, Trinity desires to assure itself of the services of Adams for the period provided in
this Agreement, and Adams desires to serve in the employ of Trinity on the terms and conditions
hereinafter provided; and,



     WHEREAS, in order to induce Adams to faithfully and diligently perform his duties and transfer
his business knowledge to others at Trinity during his retirement transition, Trinity has agreed to
provide Adams certain compensation and management arrangements as set forth in this Agreement;



     WHEREAS, the Parties also desire to settle fully and finally, in the manner set forth herein,
all differences between them which have arisen, or which may arise, prior to, or at the time of,
the execution of this Agreement, including any and all claims and controversies arising out of the
employment relationship between Adams and Trinity prior to the effective date of this Agreement.





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AGREEMENT




     NOW, THEREFORE, in consideration of the Recitals and the mutual promises, covenants, and
agreements set forth in this Agreement, the Parties promise and agree as follows:



ARTICLE 1




     1.1 Employment. Trinity hereby employs Adams, and Adams hereby accepts employment by
Trinity, for the period and upon the terms and conditions contained in this Agreement.



     1.2 Term. Subject to the provisions hereof, the term of this Agreement shall commence
on the effective date and shall end on August 31, 2009, at which time Adams’ retirement shall
commence and this Agreement shall terminate.



     1.3 Early Termination. This Agreement and the payments hereunder shall terminate on
the date Adams breaches this Agreement or upon his death; however, the Parties acknowledge the
effect of such breach or death on any outstanding stock options or stock awards held by Adams will
be resolved by the express language, terms and conditions of the plan(s) under which they were
granted or awarded pursuant to Articles 1.9 and 1.10 of this Agreement.



     1.4 Position and Duties.



          (a) Position. During the period January 1, 2005 through June 30, 2005, Adams will
continue in his current position as Executive Vice President of Trinity. Effective July 1, 2005,
Adams will begin his gradual retirement transition serving Trinity in a reduced capacity as Vice
Chairman reporting to the Chief Executive Officer of Trinity, with duties and responsibilities, as
well as administrative office support, that are appropriate to such position and as shall be
determined from time-to-time by the Chief Executive Officer of Trinity.



          (b) Duties. Adams’ duties as Vice Chairman shall include those matters determined by
Trinity’s Chief Executive Officer which may include: (i) communications with the investment
community; (ii) business development; and, (iii) any other special projects or other duties which
the Parties agree are typical of such position (collectively hereinafter “Special Projects”).



     1.5 Commitment and Compensation.



          Through the term of this Agreement, Adams shall devote sufficient business time as set forth
hereinafter as “commitment”, and shall use his best efforts in, the performance of his Special
Projects hereunder and Trinity agrees to compensate Adams on a reduced schedule as set forth
hereinafter. Prior to Trinity declaring Adams in breach of this Agreement for failure to meet any
“commitment” contained herein, Trinity will give Adams written notice and an opportunity to cure.



          (a) January 1, 2005 through June 30, 2005. For the period January 1, 2005 through
June 30, 2005, Trinity agrees to pay Adams his current base rate of pay (80% of his






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2003 base rate) in exchange for Adams’ commitment to make himself available to Trinity for
Special Projects for 48 days per quarter, equally apportioned over each month unless the Parties
agree otherwise.




          (b) July 1, 2005 through September 30, 2005. For the period July 1, 2005 through
September 30, 2005, Trinity shall pay Adams the semi-monthly rate of Thirteen Thousand Seven
Hundred Fifty and No/100ths Dollars ($13,750.00) (60% of his 2003 base rate) in exchange for Adams’
commitment to make himself available to Trinity for Special Projects for 36 days, equally
apportioned over each month unless the Parties agree otherwise.



          (c) October 1, 2005 through December 31, 2005. For the period October 1, 2005 through
December 31, 2005, Trinity shall pay Adams the semi-monthly of Nine Thousand One Hundred Sixty Six
and 67/100ths Dollars ($9,166.67) (40% of his 2003 base rate) in exchange for Adams’ commitment to
make himself available to Trinity for Special Projects for 24 days, equally apportioned over each
month unless the Parties agree otherwise.



          (d) January 1, 2006 through December 31, 2006. For the period January 1, 2006 through
December 31, 2006, Trinity shall pay Adams the semi-monthly rate of Four Thousand Five Hundred
Eight Three and 34/100ths Dollars ($4,583.34) (20% of his 2003 base rate) in exchange for Adams’
commitment to make himself available to Trinity for Special Projects for 50 days, equally
apportioned over each month unless the Parties agree otherwise.



          (e) January 1, 2007 through December 31, 2007. For the period January 1, 2007 through
December 31, 2007, Trinity shall pay Adams the semi-monthly of Two Thousand Two Hundred Ninety One
and 67/100ths Dollars ($2,291.67) (10% of his 2003 base rate) in exchange for Adams’ commitment to
make himself available to Trinity for Special Projects “as needed”; provided, however, any work on
an “as needed” basis will be by the mutual agreement of the Parties.



          (f) January 1, 2008 through August 31, 2009. For the period December 1, 2008 through
August 31, 2009, Trinity shall pay Adams the semi-monthly rate of One Thousand One Hundred Forty
Five and 84/100ths Dollars ($1,145.84) (5% of his 2003 base rate) in exchange Adams’ commitment to
make himself available to Trinity for Special Projects “as needed”; provided, however, any work on
an “as needed” basis will be by the mutual agreement of the Parties.



     1.6 Additional Per Diem Compensation. If, at the direction of Trinity’s Chief
Executive Officer, Adams performs work for Trinity in excess of the stipulated availability
commitments contained in Article 1.5 (a-d), or work performed “as needed” in Article 1.5 (e-f),
Trinity agrees to pay Adams the gross sum of Two Thousand and No/100ths Dollars ($2,000.00) per
day.



     1.7 Employee Benefits. During 2005, Adams will continue to be eligible for executive
benefits, including participation in the Executive Perquisite Program dated January 1, 2004, the
Calendar Year 2005 Incentive Compensation Program, and the 2005 Deferred





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Compensation Plan, as well as standard employee benefits, but excluding vacation pay.
Beginning in 2006 and continuing through the remainder of the term of this Agreement, Adams will
only be eligible to participate in the health and retirement plans of Trinity. Adams acknowledges
and agrees employee benefits provided by these plans may be added, discontinued, amended or
modified during the term of this Agreement at the sole discretion of Trinity.




     1.8 Travel and Other Business Expenses. Trinity agrees to reimburse Adams customary
and reasonable travel expenses and other business expenses for like executives directly
attributable to the performance of the Special Projects work under this Agreement, pursuant to
Trinity Operating Procedure No. B-11.



     1.9 Incentive Stock Option Grants and Non-Qualified Stock Option Grants (“ISO’s and
NQSO’s”). The Parties acknowledge and agree the ISO’s and NQSO’s granted to Adams will be
governed by the express language, terms and conditions of the plan(s) under which they were
granted, and the Parties agree nothing contained in this Agreement is intended to modify or in any
way whatsoever change the ISO’s and NQSO’s. From time to time during the term of this Agreement,
Adams and Trinity may agree to modify an option agreement in order that an ISO may be converted to
a NQSO, and Trinity agrees it will not unreasonably deny such a request. Exhibit A, attached
hereto, sets forth a listing of all ISO’s and NQSO’s granted to Adams as of the effective date of
this Agreement. The Parties acknowledge and agree that there is no intention by Trinity to grant
any additional ISO’s or NQSO’s to Adams during the term of this Agreement; however, Trinity may
make such a grant in recognition of special circumstances.



     1.10 Restricted Stock Awards (“RSA’s”) and Restricted Stock Unit Awards (“RSUA’s”).
The Parties acknowledge and agree the RSA’s and RSUA’s awarded to Adams will be governed by the
express language, terms and conditions of the plan(s) under which they were awarded, and the
Parties agree nothing contained in this Agreement is intended to modify or in any way whatsoever
change the RSA’s or RSUA’s. Exhibit B, attached hereto, sets forth a listing of all RSA’s and
RSUA’s awarded to Adams as of the effective date of this Agreement. The Parties acknowledge and
agree that there is no intention by Trinity to award any additional RSA’s or RSUA’s to Adams during
the term of this Agreement; however, Trinity may make such an award in recognition of special
circumstances.



ARTICLE 2




Confidentiality and Injunctive Relief.




     2.1 Confidential Information. During the term of this Agreement, Adams will continue
to be privy to confidential information and trade secrets of Trinity (“the Confidential
Information”), including, but not limited to: (a) information regarding Trinity’s customers; (b)
information regarding Trinity’s financial disposition and investments; and (b) information related
to its businesses. Adams understands, acknowledges and agrees the Confidential Information gives
Trinity a competitive advantage over others who do not have such information and Trinity would be
harmed if the Confidential Information were disclosed. Adams agrees that he will hold the
Confidential Information in trust and confidence for Trinity and will not: (i) use the





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Confidential Information for any purpose (other than for the benefit of Trinity); or (ii)
disclose to any person or entity the Confidential Information (except as necessary to carry out his
duties under this Agreement). Adams further agrees to take reasonable steps to safeguard the
Confidential Information and prevent its disclosure to unauthorized persons.




     2.2 Injunctive Relief. Adams consents and agrees that if he were to violate Article
2.1, Trinity would sustain irreparable harm and, therefore, in addition to any other remedies that
Trinity may have under this Agreement or otherwise, and notwithstanding the provisions of Article
4.4 below, Trinity shall be entitled to apply to any court of competent jurisdiction for an
injunction restraining Adams or any other party from committing or continuing any such violation of
this Agreement.



ARTICLE 3




General Release, Covenant Not to Sue and No Admission of Liability




     3.1 General Release. In exchange for Trinity’s agreement to provide Adams the
employment, compensation and other consideration described in Article 1 of his Agreement, Adams
hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, for himself, his
heirs, executors, administrators, legal representatives and assigns, Trinity and its current and
former subsidiaries, parents, affiliates, successors, assigns, directors, officers, shareholders,
employees, supervisors, attorneys, agents and representatives (“the Released Parties”), from any
and all claims, complaints, grievances, liabilities, obligations, promises, agreements, damages,
causes of action, rights, debts, demands, controversies, costs, losses, interest, and expenses
(including attorneys’ fees and expenses) whatsoever, other than any arising under this Agreement,
and demands of every kind or nature whatsoever which he now has or may have or assert, growing out
of or pertaining to, any transactions, dealings, employment, conduct, acts or omissions, or other
matters or things arising from Adams’ relationship with Trinity occurring or existing at any time
on or prior to the date of this Agreement. To the extent allowed by law, Adams waives any and all
rights and claims which he has or may have against Trinity under the Age Discrimination in
Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the
American with Disabilities Act, as amended, the Texas Commission on Human Rights Act, or any other
state, municipal or federal statutes, regulations or executive orders, including any and all causes
of action recognized at common law and/or public policy of the United States of America and/or the
State of Texas.



     3.2 Covenant Not to Sue. Except for any actions necessary to enforce this Agreement,
Adams hereby warrants and promises neither Adams nor any agent or legal representative of Adams has
filed, or will file or initiate, a lawsuit against Trinity or the Released Parties in any federal,
state or local forum as to any claim or dispute released under this Agreement. If Adams or anyone
acting on his behalf, including any federal, state, county or municipal agency or entity, files any
administrative claim or charge pertaining to Adams’ employment with Trinity or relating to any
claim released under this Agreement, Adams hereby





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agrees to disclaim and waive any claim for damages of any nature, including wages,
compensatory and punitive damages, and attorneys’ fees, costs and expenses.




     3.3 No Admission of Liability. Adams does hereby acknowledge and promise that,
although there is included in the foregoing the full, complete and final settlement and
satisfaction of all claims, demands and charges of every nature growing out of those matters
involved in each and every aspect of his employment relationship with Trinity, these facts shall in
no manner be deemed an admission, finding or indication — for any purpose whatsoever — that Trinity
or the Released Parties have, at any time (including the present) or in any respect, contrary to
law or to the rights of any person, violated the rights of Adams or any other person.



ARTICLE 4




Miscellaneous




     4.1 Amendment Waiver. This Agreement may be amended, modified, superseded or
canceled, and any of the terms, provisions, covenants or conditions hereof may be waived, only by a
written instrument executed by the Parties hereto, or, in the case of a waiver, by the party
waiving compliance. The failure of any party to this Agreement at any time or times to require
performance of any provision hereof shall in no manner affect the right to enforce the same. No
waiver by any party to this Agreement of any condition contained in this Agreement, or of the
breach of any term, provision or covenant contained in this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing waiver of any such
condition or breach, or as a waiver of any other condition or of the breach of any other term,
provision or covenant.



     4.2 Governing Law and Severability. Adams acknowledges and agrees the terms and
conditions of this Agreement are contractual and not a mere recital. Adams further agrees and
acknowledges that the validity and/or enforceability of this Agreement will be governed by the laws
of the State of Texas, unless preempted by federal law, and that if any provision contained herein
should be determined by any court or administrative agency to be illegal, invalid, unenforceable,
or otherwise contrary to public policy, the validity and enforceability of the remaining parts,
terms or provisions shall not be affected thereby and said illegal or invalid part, term or
provision shall be deemed not to be a part of this Agreement.



     4.3 Entire Agreement. This Agreement contains the entire understanding between the
Parties hereto with respect to Adams’ employment, and supersedes all prior and contemporaneous
agreements and understandings, inducements or conditions, express or implied, oral or written,
except as herein contained, which shall be deemed terminated effective immediately.



     4.4 Dispute Resolution. Any dispute, controversy or claim arising out of or in
relation to or connection to this Agreement, including, without limitation, any dispute as to the
construction, validity, interpretation, enforceability or breach of this Agreement, shall be
exclusively and finally settled by binding arbitration in accordance with the then current






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Arbitration Rules of the American Arbitration Association, and any party may submit such
dispute, controversy or claim to arbitration. Each party may elect one arbitrator and the Parties
shall mutually select a third arbitrator, and all three arbitrators shall determine the dispute,
controversy or claim by a majority vote. The arbitration shall be governed by the United States
Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent
therewith or which would produce a different result, and judgment upon the award rendered by the
arbitrator may be entered by any court having jurisdiction. The arbitration shall be held in
Dallas, Texas.




     4.5 Voluntary Consent. By signing this Agreement, Adams acknowledges: (a) he has
read this Agreement and fully understands its terms and their import; (b) any and all questions
regarding the terms of this Agreement have been asked and answered to his complete satisfaction;
(c) he has had at least 21 days to consider the terms and effects of this Agreement (“the
Consideration Period”) and has either considered it for that period of time or has knowingly and
voluntarily waived his right to do so; (d) he may revoke this Agreement by sending written notice
to TIMOTHY R. WALLACE, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, TRINITY INDUSTRIES, INC.,
2525 Stemmons Freeway, Dallas, Texas 75207, so as to be received within seven (7) days of Adams’
signing of this Agreement (“Revocation Period”); (e) the receipt of the consideration described in
this Agreement is expressly conditioned on his signing of this Agreement and the expiration of the
mandatory Revocation Period, without revocation by Adams; (f) he has been given the opportunity to
consult with an attorney of his own choosing regarding the terms of this Agreement and encouraged
to do so; and, (g) he is entering into this Agreement voluntarily, of his own free will, and
without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.



     NOW, THEREFORE, intending to be legally bound hereby, Adams signs this Agreement on this
3rd day of March, 2005.



JOHN L. ADAMS




/s/ John L. Adams

John L. Adams



     NOW, THEREFORE, intending to be legally bound hereby, Timothy R. Wallace executes this
Agreement on behalf of Trinity Industries, Inc. this 3rd day of March, 2005.



	 	 	 
	TRINITY INDUSTRIES, INC.
	 
	 	 
	by:

	 	/s/ Timothy R. Wallace
	

	 	

	

	 	Timothy R. Wallace
	

	 	its Chairman, President and CEO,
	

	 	on behalf of said corporation.











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Transition Agreement — Page 7