Exhibit 10.28
RETIREMENT TRANSITION AGREEMENT
This RETIREMENT TRANSITION
AGREEMENT (hereinafter this “Agreement”) is entered
into by and between Trinity North American Freight Car, Inc., a
Delaware corporation (hereinafter “Trinity”), and
Martin Graham (hereinafter “Graham”). Trinity and
Graham are collectively hereinafter referred to as the
“Parties.”
RECITALS
WHEREAS , on
September 2007, Graham notified Trinity of his intent to begin
a gradual transition towards a 2011 retirement;
WHEREAS , as part of
Trinity’s longstanding succession plan, the Parties agreed to
begin Graham’s phased retirement transition on
January 16, 2008;
WHEREAS , on January 15,
2008, Graham will relinquish his position as President of Trinity
North American Freight Car, Inc. and assume an advisory role,
reporting to the Group President for TrinityRail ;
WHEREAS , Graham’s
competencies in railcar production planning and scheduling, rail
industry knowledge, industry contacts, and manufacturing experience
are unique in the railcar industry and Trinity desires to
capitalize on Graham’s unique competencies during
Graham’s phased retirement transition;
WHEREAS , Trinity desires to
assure itself of the services of Graham for the period provided in
this Agreement, and Graham desires to serve in the employ of
Trinity on the terms and conditions hereinafter provided;
WHEREAS , in order to induce
Graham to faithfully and diligently perform his duties and transfer
his business knowledge solely and exclusively to others at Trinity
and/or its parent and their affiliated entities during his
retirement transition, Trinity has agreed to provide Graham certain
compensation and management arrangements as set forth in this
Agreement; and
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 Graham and Trinity prior to the
effective date of this Agreement.
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:
