EXHIBIT 10.11.3
TRINITY INDUSTRIES, INC.
RESTRICTED STOCK GRANT AGREEMENT
THIS
RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), by
and between TRINITY INDUSTRIES, INC. (hereinafter called the
“Company”) and
(hereinafter called the “Grantee”);
WITNESSETH:
WHEREAS,
the Grantee complies with the requirements of eligibility for the
award of Restricted stock under the Trinity Industries, Inc. 2004
Stock Option and Incentive Plan (the “Plan”); and
WHEREAS,
the Company has determined to award to the Grantee
(
) shares of
Common Stock of the Company, subject to the terms and conditions
hereinafter set forth, as a retention incentive, to encourage a
sense of proprietorship by the Grantee and to stimulate the active
interest of the Grantee in promoting the development, growth,
performance and financial success of the Company by affording the
Grantee an opportunity to obtain an increased proprietary interest
in the Company so as to assure a closer identification between the
Grantee’s interest and the interest of the Company;
NOW,
THEREFORE, in consideration of the premises and the covenants and
agreements herein contained, the parties hereto agree as
follows:
1.
Grant of Restricted Shares.
Subject
to the terms and conditions of the Plan, this Agreement and the
restrictions set forth below, the Company hereby grants to the
Grantee the total number of shares of common stock of the Company
set forth above (the “Restricted Shares”). The
Restricted Shares may be issued in certificated or book-entry form
as the Company may determine.
2.
Shareholder Status.
Effective upon the date of grant, Grantee has become the holder of
record of the Restricted Shares and has all rights of a stockholder
with respect to the Restricted Shares, including the right to vote
the Restricted Shares and the right to receive all dividends paid
with respect to the Restricted Shares, subject to the terms and
conditions set forth in this Agreement.
3.
Restrictions.
The
Restricted Shares may not be sold, assigned, transferred, pledged
or otherwise disposed of or encumbered (the “Restrictions on
Transferability”) until the Restrictions on Transferability
shall lapse. The Restrictions on Transferability shall lapse upon
the first to occur of the following:
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(i) |
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_____
for ___% of the Restricted Shares; |
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(ii) |
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_____
for ___% of the Restricted Shares; |
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(iii) |
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_____
for ___% of the Restricted Shares; |
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(iv) |
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death; |
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(v) |
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Disability as defined in the
Plan; |
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(vi) |
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a Change in Control as defined in the
Plan; or |
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(vii) |
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the consent, at any time after three
years from the date of this grant, to the removal of the
restrictions by the Human Resources Committee (the
“Committee”) in its sole discretion. |
All of
the Restricted Shares shall be forfeited by the Grantee to the
Company if prior to the lapse of the Restrictions on
Transferability the Grantee’s employment with the Company
terminates for any reason other than death or disability or as
provided by paragraph 7 hereof.
