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TRINITY INDUSTRIES, INC.
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT,
dated as of ______ __, ___(“Grant Date”) by and
between Trinity Industries, Inc., a Delaware Corporation
(“Company”), and name (“Director”), is
entered into as follows:
WHEREAS, the
Company has established the Trinity Industries, Inc. 2004 Stock
Option and Incentive Plan (“Plan”), and which Plan is
made a part hereof;
WHEREAS, terms
defined in the Plan shall have the same meaning in this Agreement
unless otherwise specifically stated; and
WHEREAS, the Board
of Directors of the Company has determined that the Director be
granted Restricted Stock Units subject to the terms of the Plan and
the terms stated below, as hereinafter set forth;
NOW, THEREFORE,
the parties hereby agree as follows:
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1.
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Grant of Units
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Subject to the terms and conditions
of this Agreement and of the Plan, the Company hereby credits to a
separate account maintained on the books of the Company
(“Account”) ___ Restricted Stock Units
(“Units”). Each Unit shall be subject to conversion
into a share of the Company’s $1.00 par value Common Stock
(“Stock”) as herein provided.
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2.
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Vesting Schedule
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The
interest of the Director in the Units shall vest as to 100% of such
Units on the first business day immediately preceding the next
Annual Meeting of Stockholders of the Company, or earlier upon
death, a “Change of Control” as defined by
Section 409A of the Internal Revenue Code, or with the consent
of the Board of Directors of the Company.
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3.
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Restrictions
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The
Units granted hereunder may not be sold, pledged or otherwise
transferred and may not be subject to lien, garnishment, attachment
or other legal process.
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4.
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Dividend Equivalents
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If
on any date the Company shall pay any dividend or other
distribution on the Stock (other than a dividend in Stock), the
Director shall be paid an amount in cash for each Unit equal to the
amount of dividend or distribution paid on the Stock, less any
amounts required to be held for federal, state or local withholding
taxes.
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5.
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Changes in Stock
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In
the event of any change in the number and kind of outstanding
shares of Stock b
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