PURSUANT TO SECTION 5(A) OF THIS AGREEMENT SHALL BE PAID OR SHALL COMMENCE
BEING
PROVIDED ON THE DATE OF THE CHANGE OF CONTROL.
INTEREST WITH RESPECT TO
THE PERIOD, IF ANY, FROM THE DATE OF THE CHANGE OF CONTROL THROUGH THE ACTUAL
DATE OF PAYMENT SHALL BE PAID ON ANY DELAYED CASH AMOUNTS.
(H)
WITHIN THE TIME PERIOD PERMITTED BY THE
APPLICABLE TREASURY REGULATIONS, THE COMPANY MAY, IN CONSULTATION WITH THE
EXECUTIVE, MODIFY THE AGREEMENT, IN THE LEAST RESTRICTIVE MANNER NECESSARY AND
WITHOUT ANY DIMINUTION IN THE VALUE OF THE PAYMENTS TO THE EXECUTIVE, IN ORDER
TO CAUSE THE PROVISIONS OF THE AGREEMENT TO COMPLY WITH THE REQUIREMENTS OF
SECTION 409A OF THE CODE, SO AS TO AVOID THE IMPOSITION OF
TAXES AND PENALTIES
ON THE EXECUTIVE PURSUANT TO SECTION 409A OF THE CODE.
(I)
IN THE EVENT THE PAYMENTS TO BE PROVIDED TO
THE EXECUTIVE UNDER SECTION 5(A) ARE NOT TO BE PAID UNTIL THE DELAYED PAYMENT
DATE, THEN WITHIN FIVE (5) BUSINESS DAYS OF THE EXECUTIVE'S DATE OF TERMINATION,
THE COMPANY SHALL DELIVER CASH, IN AN AMOUNT EQUAL TO THE AGGREGATE OF THE CASH
AMOUNTS PAYABLE UNDER SECTION 5(A) (PLUS THE ESTIMATED INTEREST) AND, TO THE
EXTENT NOT PREVIOUSLY PAID (OR IMMEDIATELY PAYABLE WITHIN FIVE DAYS OF THE
DETERMINATION IN ACCORDANCE WITH SECTION 8(E) OF THIS AGREEMENT), ANY UNPAID
PORTION OF THE THEN ESTIMATED GROSS-UP PAYMENT (AS DETERMINED BY THE ACCOUNTING
FIRM), TO A "RABBI TRUST" (THE "TRUST") TO BE ESTABLISHED BY THE COMPANY WITH A
NATIONALLY RECOGNIZED FINANCIAL INSTITUTION AS TRUSTEE (THE "TRUSTEE") TO BE
HELD BY THE TRUSTEE PURSUANT TO THE TERMS OF THE TRUST AGREEMENT ENTERED INTO
BETWEEN THE COMPANY AND THE TRUSTEE PRIOR TO THE EFFECTIVE DATE; PROVIDED,
HOWEVER, THAT THE TRUST SHALL NOT BE FUNDED IF THE FUNDING THEREOF WOULD RESULT
IN TAXABLE INCOME TO THE EXECUTIVE BY REASON OF
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SECTION 409A(B) OF THE CODE; AND PROVIDED, FURTHER, IN NO EVENT SHALL ANY TRUST
ASSETS AT ANY TIME BE LOCATED OR TRANSFERRED OUTSIDE OF THE UNITED STATES,
WITHIN THE MEANING OF SECTION 409A(B) OF THE CODE.
ANY FEES AND EXPENSES OF THE
TRUSTEE SHALL BE PAID BY THE COMPANY.
SECTION 12.
SURVIVORSHIP.
UPON THE EXPIRATION
OR OTHER TERMINATION OF THIS AGREEMENT OR THE EXECUTIVE'S EMPLOYMENT, THE
RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL SURVIVE TO THE
EXTENT NECESSARY TO CARRY OUT THE INTENTIONS OF THE PARTIES UNDER THIS
AGREEMENT.
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IN WITNESS WHEREOF, THE EXECUTIVE HAS HEREUNTO SET THE EXECUTIVE'S HAND AND,
PURSUANT TO THE AUTHORIZATION FROM THE BOARD, THE COMPANY HAS CAUSED THESE
PRESENTS TO BE EXECUTED IN ITS NAME ON ITS BEHALF, ALL AS OF THE DAY AND YEAR
FIRST ABOVE WRITTEN.
/s/ Richard C. Ill
Richard C. Ill
TRIUMPH GROUP, INC.
By:
/s/ John B. Wright, II
Name:
John B. Wright, II
Title:
Vice President and General Counsel
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